10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 001-10109

BECKMAN COULTER, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-104-0600
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4300 N. Harbor Boulevard,
Fullerton, California	92834-3100
(Address of principal executive offices)	(Zip Code)

(714) 871-4848

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x            Accelerated filer o            Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No   x.

The number of outstanding shares of the registrant’s common stock as of July 7, 2006 was 61,985,905 shares.

Part I.   Financial Information

Item 1.Financial Statements

BECKMAN COULTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
(unaudited)

	March 31, 2006				December 31, 2005
Assets
Current assets:
Cash and cash equivalents		$	59.0			$	57.6
Trade and other receivables, net		559.2				601.6
Inventories		494.9				461.8
Other current assets		119.7				112.6
Total current assets		1,232.8				1,233.6
Property, plant and equipment, net		584.7				552.5
Goodwill		549.4				548.2
Other intangibles, net		350.1				354.5
Other assets		330.1				338.8
Total assets		$	3,047.1			$	3,027.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable, accrued expenses and other liabilities		$	510.4			$	555.2
Notes payable and current maturities of long-term debt		178.5				155.2
Income taxes payable		51.6				48.1
Total current liabilities		740.5				758.5
Long-term debt, less current maturities		620.0				589.1
Deferred income taxes		189.2				189.3
Other liabilities		297.9				295.9
Total liabilities		1,847.6				1,832.8
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.10 par value; authorized 10.0 shares; none issued		—				—
Common stock, $0.10 par value; authorized 150.0 shares; shares issued 68.1 and 67.4 at March 31, 2006 and December 31, 2005, respectively; 62.4 shares outstanding at March 31, 2006 and December 31, 2005		6.8				6.7
Additional paid-in capital		454.9				449.8
Retained earnings		956.0				932.9
Accumulated other comprehensive income (loss):
Cumulative foreign currency translation adjustment		48.8				38.3
Derivatives qualifying as hedges		(0.1		)		2.8
Minimum pension liability adjustment		(3.6		)		(3.6		)
Treasury stock, at cost: 5.4 and 4.7 common shares at March 31, 2006 and December 31, 2005, respectively		(263.3		)		(228.7		)
Unearned compensation		—				(3.4		)
Common stock held in grantor trust, at cost: 0.3 common shares at March 31, 2006 and December 31, 2005		(16.4		)		(15.7		)
Grantor trust liability		16.4				15.7
Total stockholders’ equity		1,199.5				1,194.8
Total liabilities and stockholders’ equity		$	3,047.1			$	3,027.6

See accompanying notes to condensed consolidated financial statements.

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BECKMAN COULTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except amounts per share and share data)
(unaudited)

	Three Months Ended
	March 31,
	2006			2005
Product revenue	$	473.4		$	482.5
Service revenue	95.6			93.6
Total revenue	569.0			576.1
Cost of goods sold	231.5			239.7
Cost of service	68.2			65.6
Total cost of sales	299.7			305.3
Gross profit	269.3			270.8
Operating costs and expenses:
Selling, general and administrative	165.4			149.2
Research and development	54.6			48.0
Total operating costs and expenses	220.0			197.2
Operating income	49.3			73.6
Non-operating (income) expenses:
Interest income	(4.1		)	(4.1		)
Interest expense	10.8			10.2
Other, net	(1.9		)	9.9
Total non-operating expenses	4.8			16.0
Earnings before income taxes	44.5			57.6
Income taxes	11.9			16.2
Net income	$	32.6		$	41.4
Basic earnings per share	$	0.52		$	0.67
Diluted earnings per share	$	0.50		$	0.62
Weighted average number of shares outstanding (in thousands):
Basic	63,237			62,156
Diluted	64,800			66,501
Dividends paid per share	$	0.15		$	0.14

See accompanying notes to condensed consolidated financial statements.

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BECKMAN COULTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)

	Three Months Ended
	March 31,
	2006				2005
Net Cash Provided by Operating Activities		$	56.2			$	100.2
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(65.0		)		(38.4		)
Payments for business acquisitions and technology licenses		(4.2		)		(4.0		)
Net cash used in investing activities		(69.2		)		(42.4		)
Cash Flows from Financing Activities:
Dividends to stockholders		(9.5		)		(8.9		)
Proceeds from issuance of stock		13.3				28.5
Repurchase of common stock as treasury stock		(47.6		)		(34.7		)
Repurchase of common stock held in grantor trust		(0.6		)		(0.2		)
Tax benefits from share-based payment transactions		1.9				—
Notes payable reductions, net		57.8				(2.0		)
Long-term debt reductions		(1.8		)		(1.9		)
Debt acquisition costs		—				(0.6		)
Net cash provided by (used in) financing activities		13.5				(19.8		)
Effect of exchange rates on cash and cash equivalents		0.9				(0.7		)
Increase in cash and cash equivalents		1.4				37.3
Cash and cash equivalents—beginning of period		57.6				67.9
Cash and cash equivalents—end of period		$	59.0			$	105.2

See accompanying notes to condensed consolidated financial statements.

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BECKMAN COULTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.   Basis of Presentation and Accounting Policies

The management of Beckman Coulter, Inc. and its wholly-owned subsidiaries (the “Company”) prepared the accompanying Condensed Consolidated Financial Statements following the requirements of the United States Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information normally required by generally accepted accounting principles in the United States have been condensed or omitted.

The financial statements include all normal and recurring adjustments that the management of the Company considers necessary for the fair presentation of its financial position and operating results. To obtain a more detailed understanding of the Company’s results, these Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and notes in the Company’s annual report on Form 10-K for the year ended December 31, 2005.

Revenues, expenses, assets and liabilities can vary between the quarters of the year. Therefore, results and trends in these interim financial statements may not be the same as those for the full year.

Certain prior period amounts have been reclassified to conform to current year presentation.

Income Taxes

At the end of each interim reporting period an estimate is made of the effective tax rate expected to be applicable for the full year. The estimated effective tax rate determined, which includes changes in tax reserves, is used to provide for income taxes on a year-to-date basis and the tax effect of any tax law changes and certain other discrete events are reflected in the period in which they occur.

Share-Based Payment

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R) “Share-Based Payment” (“SFAS No. 123(R)”). This Statement revises SFAS No. 123 and supersedes APB No. 25. SFAS No. 123(R) focuses primarily on the accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123(R) requires companies to recognize in the statement of operations the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. The Company uses the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of share-based awards under SFAS No. 123(R). Additionally, the Company has elected the modified prospective transition method as permitted by SFAS No. 123(R) and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123(R). The modified prospective transition method requires that share-based compensation expense be recorded for all new and unvested stock options, restricted stock units and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006. Share-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123 (see Note 9 “Share-Based Compensation”).

Accounting for Servicing of Financial Assets

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS No. 156”). This Statement amends SFAS No. 140,

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“Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, with respect to the accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156 requires that an entity recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract and that the separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable. This Statement is effective as of the beginning of the first fiscal year that begins after September 15, 2006. The Company is currently in the process of evaluating the impact of the adoption of SFAS No. 156 on its results of operations and financial position.

2.   Restructuring Activities

In July 2005, the Company announced a strategic reorganization of its business to combine its Biomedical Research Division and Diagnostic Division into a single company structure. The objective of the restructure is to better enable the Company to leverage its personnel, technologies and products across the entire biomedical testing continuum. As a result of these activities the Company expects to eliminate approximately 350 net positions worldwide. A charge of $34.8 million was recorded in the second half of 2005 for severance and related benefits for affected employees.

The following is a reconciliation of the accrual for employee severance and other related costs included in accrued expenses and other liabilities in the condensed consolidated balance sheets at March 31, 2006 (in millions):

	Cash			Balance at						Cash			Balance at
Initial	Payments			December 31,						Payments			March 31,
Accrual	in 2005			2005			Adjustments			in 2006			2006
$34.8		($4.4	)		$	30.4		$	0.8		($8.9	)		$	22.3

3.   Derivatives

The Company uses derivative financial instruments to hedge foreign currency and interest rate exposures. The Company’s objectives for holding derivatives are to minimize currency and interest rate risks using effective methods to eliminate or reduce the impacts of these exposures. The Company does not speculate in derivative instruments in order to profit from foreign currency exchange or interest rate fluctuations; nor does the Company enter into trades for which there are no underlying exposures. The following discusses in more detail the Company’s foreign currency and interest rate exposures and related derivative instruments.

Foreign Currency

The Company manufactures its products principally in the United States (“U.S.”), but generated approximately 48% of its revenues in 2005 from sales made outside the United States by its international subsidiaries. Sales generated by the international subsidiaries generally are denominated in the subsidiary’s local currency, thereby exposing the Company to the risk of foreign currency fluctuations. In order to mitigate the impact of changes in foreign currency exchange rates, the Company uses derivative financial instruments (or “foreign currency contracts”) to hedge a significant portion of the foreign currency exposure resulting from intercompany sales to the Company’s international subsidiaries through their anticipated cash settlement date. These foreign currency contracts include forward and option contracts and are designated as cash flow hedges.

The Company uses foreign currency swap contracts to hedge loans between subsidiaries. These foreign currency swap contracts are designated as fair value hedges.

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Hedge ineffectiveness associated with the Company’s cash flow and fair value hedges was immaterial and no cash flow or fair value hedges were discontinued in the three months ended March 31, 2006 and 2005.

Derivative gains and losses included in accumulated other comprehensive income are reclassified into other non-operating (income) expense upon the recognition of the hedged transaction. The Company estimates that $0.1 million of the unrealized gain included in accumulated other comprehensive income at March 31, 2006 will be reclassified to other non-operating (income) expense within the next twelve months. The actual amounts that will be reclassified to earnings over the next twelve months will vary from this amount as a result of changes in market rates.

Interest Rate

The Company uses interest rate derivative contracts on certain borrowing transactions to hedge its exposure to fluctuating interest rates. Interest differentials paid or received under these contracts are recognized as adjustments to the effective yield of the underlying financial instruments hedged.

Pursuant to a reverse interest rate swap agreement associated with the Company’s $235.0 million Senior Notes due 2011, the Company receives an average fixed interest rate of 5.7% and pays a floating interest rate based on the LIBOR (4.7% as set on February 15, 2006). These reverse interest rate swaps are designated as fair value hedges and are deemed perfectly effective. At March 31, 2006, the fair value of the reverse interest rate swaps, with a notional amount of $140.0 million, was $2.6 million and is included in other long-term assets. An offsetting $2.6 million credit is included in long-term debt as a fair value adjustment.

In March 1998, the Company entered into reverse interest rate swap contracts totaling $240.0 million associated with the issuance of the $240.0 million Senior Notes due 2008. In April 2002, the Company terminated these reverse interest rate swap contracts, resulting in a deferred gain of $10.4 million that is being amortized over the remaining term through March 2008.

In April 2002, the Company entered into reverse interest rate swap contracts totaling $235.0 million associated with the issuance of the $235.0 million Senior Notes due 2011. In September 2004, the Company terminated $95.0 million of these reverse interest rate swap contracts, resulting in a deferred gain of $9.5 million. This amount is being amortized over the remaining term through November 2011.

4.   Comprehensive Income

The reconciliation of net income to comprehensive income is as follows (in millions):

	Three Months Ended March 31,
	2006				2005
Net income		$	32.6			$	41.4
Foreign currency translation adjustment		10.5				(7.1		)
Derivatives qualifying as hedges:
Net derivative (losses) gains, net of income taxes of $0.5 and $1.5 for the three months ended March 31, 2006 and 2005, respectively		(0.9		)		2.1
Reclassifications to non-operating income, net of income taxes of $1.4 and $1.7 for the three months ended March 31, 2006 and 2005, respectively		(2.0		)		2.6
		(2.9		)		4.7
Comprehensive income		$	40.2			$	39.0

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5.   Earnings Per Share

The following is a reconciliation of the numerators and denominators used in computing basic and diluted earnings per share (“EPS”) (in millions, except amounts per share):

	Three Months Ended March 31,
	2006								2005
	Net Income			Shares	Per Share Amount				Net Income			Shares	Per Share Amount
Basic EPS:
Net income		$	32.6	63.237		$	0.52			$	41.4	62.156		$	0.67
Effect of dilutive stock options		—		1.563		(0.02		)		—		4.345		(0.05		)
Diluted EPS:
Net income		$	32.6	64.800		$	0.50			$	41.4	66.501		$	0.62

For the three months ended March 31, 2006 there were 2.8 million shares excluded from the computation of diluted EPS as their effect would have been antidilutive. For the quarter ended March 31, 2005, all outstanding stock options were included in the diluted EPS calculation because none were antidilutive.

6.   Sale of Assets

During the three months ended March 31, 2006 and 2005, the Company sold certain receivables (“Receivables”). The net book value of these financial assets sold during the three months ended March 31, 2006 and 2005 was $30.2 million and $27.4 million, respectively, for which the Company received approximately $30.2 million and $27.7 million, respectively, in cash proceeds. In 2006, approximately $13.4 million of these sales took place in the U.S. with the balance in Japan. In 2005, substantially all of these sales took place in Japan with a minor amount in the U.S. These transactions were accounted for as sales and as a result the related Receivables have been excluded from the accompanying condensed consolidated balance sheets.

The agreements underlying the Receivables sales in the U.S. contain provisions that indicate the Company is responsible for up to 15% of end-user customer payment defaults on sold Receivables. Accordingly, the Company accrued a reserve for the probable and reasonably estimable portion of these liabilities. Additionally, in the U.S. the Company services the sold Receivables whereby it continues collecting payments from the end user customer on behalf of the purchaser of the Receivables. The Company estimates the fair value of this service arrangement as a percentage of the sold Receivables and amortizes this amount to income over the estimated life of the service period. At March 31, 2006 and December 31, 2005, there was $1.0 million of deferred service fees included in accrued expenses on the accompanying condensed consolidated balance sheets. For the three months ended March 31, 2006 and 2005, there was $0.1 million of deferred service fees amortized to income.

7.   Composition of Certain Financial Statement Items

Inventories consisted of the following (in millions):

	March 31,			December 31,
	2006			2005
Finished products		$	328.0		$	310.2
Raw materials, parts and assemblies		147.9			135.7
Work in process		19.0			15.9
		$	494.9		$	461.8

8

Changes in the product warranty obligation for the three months ended March 31, 2006 were as follows (in millions):

Balance at December 31, 2005	$	11.7
New warranties expense	3.2
Payments	(3.7		)
Balance at March 31, 2006	$	11.2

The Company records a liability for product warranty obligations at the time of sale based upon historical warranty experience. The term of the warranty is generally twelve months. The Company also records an additional liability for specific warranty matters when they become known and are reasonably estimable. The Company’s product warranty obligations are included in accrued expenses in the condensed consolidated balance sheet.

8.   Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the three months ended March 31, 2006 were as follows (in millions):

	Total
Goodwill at December 31, 2005	$	548.2
Acquisitions	1.0
Currency translation adjustment	0.2
Goodwill at March 31, 2006	$	549.4

Other intangible assets consisted of the following (in millions):

	March 31, 2006									December 31, 2005
	Gross Carrying Amount			Accumulated Amortization				Net		Gross Carrying Amount			Accumulated Amortization				Net
Amortized intangible assets:
Technology		$	78.6		$	(16.3	)	$	62.3		$	78.6		$	(14.8	)	$	63.8
Customer contracts		184.9			(56.6		)	128.3			184.9			(54.5		)	130.4
Other		39.0			(19.6		)	19.4			38.7			(18.5		)	20.2
		302.5			(92.5		)	210.0			302.2			(87.8		)	214.4
Unamortized intangible assets:
Tradename		73.5			—			73.5			73.5			—			73.5
Core technology		66.6			—			66.6			66.6			—			66.6
		$	442.6		$	(92.5	)	$	350.1		$	442.3		$	(87.8	)	$	354.5

Amortization expense for the three months ended March 31, 2006 and 2005 was $4.6 million and $3.7 million, respectively. Estimated amortization expense (based on existing intangible assets) for the years ending December 31, 2006, 2007, 2008, 2009 and 2010 is $18.3 million, $17.3 million, $16.8 million, $16.0 million and $15.3 million, respectively.

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9.   Share-Based Compensation

Effective January 1, 2006, the Company adopted SFAS No. 123(R). This statement establishes the financial accounting and reporting standards for share-based compensation plans. As required by SFAS No. 123(R), the Company recognizes the cost resulting from all share-based payment transactions in the financial statements. The compensation cost recognized in the consolidated statement of operations for share-based compensation arrangements was approximately $6.5 million ($4.2 million after tax) for the three months ended March 31, 2006. No share-based compensation costs were capitalized as part of the cost of an asset for the quarter ended March 31, 2006 as such amounts were immaterial. Additionally, SFAS No. 123(R) requires that the tax benefit from the tax deduction related to share-based compensation that is in excess of recognized compensation costs be reported as a financing cash flow rather than an operating cash flow. Prior to January 1, 2006 the Company reported the entire tax benefit related to the exercise of stock options as an operating cash flow.

Prior to January 1, 2006, the Company accounted for share-based employee compensation plans in accordance with APB Opinion No. 25 and followed the pro forma net income, pro forma income per share, and stock-based compensation plan disclosure requirements set forth in SFAS No. 123. The following table sets forth the computation of basic and diluted income per share for the three months ended March 31, 2005 and illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

	2005
Net income as reported	$	41.4
Share-based employee compensation expense included in reported net income, net of tax	0.2
Pro forma compensation expense, net of tax	(10.7		)
Pro forma net income	$	30.9
Earnings per share:
Basic—as reported	$	0.67
Basic—pro forma	$	0.50
Diluted—as reported	$	0.62
Diluted—pro forma	$	0.46

The fair value of stock options granted during the three months ended March 31, 2005 was estimated on the date of grant using the BSM option-pricing model with the following weighted average assumptions:

Option life (in years)	5.38
Risk-free interest rate	3.3	%
Stock price volatility	37.2	%
Dividend yield	0.89	%

SFAS No. 123(R) requires the use of a valuation model to calculate the fair value of share-based awards. The Company has elected to use the BSM option-pricing model, which incorporates various assumptions including volatility, expected life and interest rates. The expected volatility is based on a blending of the historical volatility of the Company’s stock over the most recent period commensurate with the expected life of the Company’s stock options and implied volatility based on market traded options of the Company’s common stock. This blend of historical and implied volatility more appropriately reflects future market conditions better than using purely historical volatility. The expected life of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees. The average risk-free interest rate is based on the five-year U.S. treasury security rate in effect as of the

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grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the grant date. The expected term of the stock options was determined using historical data adjusted for the estimated exercise dates of unexercised options. The Company’s share-based compensation plans are described below.

Employee Stock Option and Stock Purchase Plans

The Company’s 2004 Long-Term Performance Plan (the “2004 Plan”), which is shareholder approved, authorizes the issuance of up to 6.5 million share options and nonvested shares to its employees. Stock option awards are generally granted with an exercise price equal to the market price of the Company shares at the date of grant and typically vest over four years and expire seven years from the date of grant.

The Company has an Employee Stock Purchase Plan (“ESPP”) that operates in accordance with section 423 of the Internal Revenue Code whereby all U.S. employees and employees of certain subsidiaries outside the U.S. can purchase the Company’s common stock at favorable prices. Under the plan, eligible employees are permitted to apply salary withholdings to purchase shares of common stock at a price equal to 90% of the lower of the market value of the stock at the beginning or end of each six-month option period ending June 30 and December 31.

The fair value of stock options and ESPP shares granted during the three months ended March 31, 2006, have been estimated at the date of grant using a BSM option-pricing model with the following weighted average assumptions:

	Stock
	Option Plans			ESPP
Option life (in years)		5.27		0.5
Risk-free interest rate		4.28	%	4.35	%
Stock price volatility		25.82	%	29.36	%
Dividend yield		0.94	%	0.94	%

The following table summarizes activity under the Company’s stock option plans:

	Options			Weighted Average  Exercise Price  Per Option			Remaining Contractual Life		Aggregate  Intrinsic Value
	(in thousands)						(in years)		(in millions)
Outstanding at January 1, 2006		8,613			$	43.46
Granted		708			57.05
Exercised		(223	)		28.77
Canceled		(25	)		53.99
Outstanding at March 31, 2006		9,073			$	44.87		4.9		$	88.3
Exercisable at March 31, 2006		6,187			$	39.67		4.5		$	92.2
Expected to vest at March 31, 2006		2,643			$55.72			4.5		$	3.0

As of March 31, 2006, the aggregate unamortized fair value of all unvested stock options was $25.3 million which will be amortized on a straight-line basis over a weighted average period of approximately 1.2 years. The weighted average fair value of options granted during the three months ended March 31, 2006 was $16.51. The total intrinsic value of stock options exercised was $6.3 million during the three months ended March 31, 2006.

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Nonvested Stock Plan

Under the 2004 Plan, the Company may issue shares of nonvested stock to its employees. These shares vest based on the passage of time, generally over four years. The following table summarizes activity under the Company’s nonvested stock plan:

	Number of  Shares			Weighted Average Grant Date Fair Value
	(in thousands)
Outstanding at January 1, 2006		106			$	46.32
Granted		183			54.78
Vested		(25	)		31.58
Canceled/forfeited		(2	)		50.55
Outstanding at March 31, 2006		262			$	53.73

The total fair value of shares vested during the three months ended March 31, 2006, was $1.4 million. As of March 31, 2006, the aggregate unamortized fair value of all unvested restricted stock awards was $11.0 million which will be amortized on a straight-line basis over a weighted average period of approximately 3.3 years.

Stock Appreciation Rights

The Company awards stock appreciation rights to certain employees of its international subsidiaries. These rights are granted with an exercise price equal to the market price of the Company shares at the date of grant and typically vest over four years and expire seven years from the date of grant. As a result of adopting SFAS No. 123(R), the Company changed its method of valuing these awards from the intrinsic method to the fair value method. The effect of changing from intrinsic to fair value was not material and is recorded in operating income in the accompanying consolidated statements of operations. The expected life of stock appreciation rights granted is based on the simplified calculation of expected life, described in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin 107. The fair value of the stock appreciation rights granted during the three months ended March 31, 2006 have been estimated at the date of grant using a BSM option-pricing model with the following assumptions:

Option life (in years)	0 - 4.6
Risk-free interest rate	4.28	%
Stock price volatility	25.93% - 36.25	%
Weighted Average Stock Price Volatility	26.70	%
Dividend yield	0.94	%

The following table summarizes activity under the Company’s stock appreciation rights plan (in thousands, except per share amounts):

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2006		396			$	15.16
Granted		112			13.63
Exercised		(21	)		16.42
Canceled		(10	)		14.29
Outstanding at March 31, 2006		477			$	15.12

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The weighted average fair value of stock appreciation rights granted during the three months ended March 31, 2006 was $13.63. The total intrinsic value of stock appreciation rights exercised was $0.3 million during the three months ended March 31, 2006.

The Company currently uses treasury stock to deliver shares of its common stock under its share based payment plans. At March 31, 2006, the amount of shares authorized to be issued under the Company’s share-based payment plans combined with shares held as treasury stock are sufficient to cover future stock option exercises. At March 31, 2006, the Company had 737,000 shares remaining under stock repurchase programs authorized by the Board of Directors.

10.   Retirement Benefits

The Company provides pension benefits covering the majority of its employees. Pension benefits for the Company’s domestic employees are based on age, years of service and compensation rates. The Company’s funding policy is to provide currently for accumulated benefits, subject to federal regulations.

Certain of the Company’s international subsidiaries have separate pension plan arrangements, which include both funded and unfunded plans. Unfunded foreign pension obligations are recorded as a liability on the Company’s condensed consolidated balance sheets.

The Company’s Postretirement Plan provides certain healthcare and life insurance benefits for retired U.S. employees and their dependents. Eligibility under the Postretirement Plan and participant cost sharing is dependent upon the participant’s age at retirement, years of service and retirement date. Employees who had not met certain age and service requirements as of December 31, 2002 are not eligible to receive medical coverage upon retirement.

The following table lists the components of the net periodic benefit cost (in millions):

	Pension  Plans						Postretirement  Plan
	Three Months Ended March 31,						Three Months Ended March 31,
	2006			2005			2006			2005
Service cost	$	7.0		$	7.1		$	0.5		$	0.4
Interest cost	11.2			11.5			1.6			1.1
Expected return on plan assets	(16.2		)	(15.6		)	—			—
Amortization of prior service costs	0.4			0.4			(1.1		)	(1.2		)
Amortization of actuarial loss	3.2			3.1			0.1			(0.3		)
Net periodic benefit cost	$	5.6		$	6.5		$	1.1		$	—

In March 2006, the Company contributed $17.0 million to its U.S. Pension Plan.

11.   Commitments and Contingencies

The Company is involved in a number of lawsuits, which the Company considers ordinary and routine in view of its size and the nature of its business. The Company does not believe that any ultimate liability resulting from any of these lawsuits will have a material adverse effect on its results of operations, financial position or liquidity. However, the Company cannot give any assurances regarding the ultimate outcome of these lawsuits and their resolution could be material to the Company’s operating results for any particular period, depending upon the level of income for the period.

Cardbeck Miami Trust—In 1998, the Company entered into a sale-leaseback transaction with Cardbeck Miami Trust (“Cardbeck”) in connection with the Company’s Miami facility. In May 2005, Cardbeck notified the Company that it had received an assessment from the State of Florida in the amount of $4.4 million for revenue tax, interest and penalties related to payments made by the Company to

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Cardbeck from June, 2000 to February, 2005. The State of Florida has asserted that this transaction is subject to revenue tax in accordance with applicable state laws and requested Cardbeck to pay this assessment. As part of the 1998 agreement with Cardbeck, the Company agreed to pay any non-income taxes incurred in connection with the transaction and Cardbeck has demanded that the Company take certain actions with respect to the assessment. Cardbeck also filed an appeal of the assessment, and Beckman Coulter then sought permission to intervene in the proceedings as the real party in interest. Although Beckman Coulter’s request to intervene was granted initially, the State subsequently filed a motion challenging that decision. The State also asked the Administrative Law Judge to limit the issues to be considered in the case. The Administrative Law Judge granted the State’s motions, removing Beckman Coulter from active participation in the case and potentially preventing it from making the arguments that Beckman Coulter intended to present. Beckman Coulter has appealed this decision and the Administrative Law Judge has stayed the proceedings pending the outcome of the Company’s appeal. The Company also has filed a declaratory relief action seeking judicial review of its position. The Company believes that its position is supported by relevant prior case law in the State of Florida and believes that this dispute ultimately will be adjudicated in its favor. Accordingly, at March 31, 2006, no accrual has been made for this assessment.

Applera Corporation—In July, 2002 Beckman Coulter, filed a patent infringement action against Applera Corporation (“Applera”) in the U.S. District Court for the Central District of California. The complaint alleges that certain of the DNA sequencing instruments and thermal cyclers used for polymerase chain reaction sold by Applera’s Applied Biosystems division infringe Beckman Coulter U.S. patents. The Beckman Coulter patents are Re 37, 606 and Re 37, 941 which claim replaceable gels used in capillary electrophoresis and 5,4211,980 which claims a heated cover in a thermal cycler. The Company is seeking monetary damages and injunctive relief. Applera has responded to Beckman Coulter’s complaint by seeking a determination that the Beckman Coulter patents are invalid, unenforceable, and not infringed. Trial of the case was expected to begin in May 2006. In April, 2006, the parties established the terms of a settlement to resolve all outstanding legal disputes between them relating to the Beckman Coulter claims described above as well as allegations by Applera that Beckman Coulter had breached a contract regarding certain licensed technology. The Court has said it will stay its proceedings for 90 days pending completion of definitive agreements based on these terms. As part of the settlement agreement, the parties granted royalty-bearing licenses to each other. Beckman Coulter granted Applera licenses to its patents for replaceable gels for capillary electrophoresis instruments and DNA sequencers and to its patent for a heated cover for thermal cyclers; Applera granted Beckman Coulter licenses conferring rights in the diagnostics market to its patents for nucleic acid sequencing and real time PCR thermalcycling. Additionally, Applera’s Applied Biosystems Group made a $35 million special payment to Beckman Coulter on signing for release of any and all claims of infringement relating to DNA sequencer and thermal cycler products. Beckman Coulter will pay $20 million over 10 quarters to Applera’s Celera Genomics Group for rights in the diagnostics market to the referenced Applera technology. The Company recorded a $35 million gain and a $18.8 million research and development charge in connection with this settlement during the second quarter of 2006.

During the second quarter 2006, the Audit and Finance Committee of the Company’s Board of Directors oversaw an investigation of claims made by a former employee.  The individual alleged that his recent termination, as part of the Company’s restructuring, was the result of certain accounting issues he brought to the attention of his supervisor. The issues involved obsolescence of about $25 million in inventory, valuation of returned equipment under lease, and disclosure of reasons for changes in certain operating expense accounts.  The Audit and Finance Committee retained outside counsel and an independent accounting firm to assist in the investigation and concluded that the allegations were not substantiated and that the Company’s financial statements and disclosures did not require revision.

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12.   Business Segment Information

The Company is engaged primarily in the design, manufacture and sale of laboratory instrument systems and related products. The Company has one business segment consisting of four business centers focused on driving core product strategies. These business centers are Chemistry Systems, Cellular Systems, Immunoassay Systems, and Discovery and Automation Systems. The Company’s CEO, who is also the Company’s chief operating decision maker, evaluates the Company’s various global product portfolios on a revenue basis, and profitability is evaluated on an enterprise-wide basis due to shared infrastructures.

	Three Months Ended  March 31,
	2006			2005
	(unaudited)
Net revenues (in millions):
Chemistry Systems		$	158.0		$	167.6
Cellular Systems		184.0			197.0
Immunoassay Systems		110.8			97.5
Discovery & Automation Systems		116.2			114.0
		$	569.0		$	576.1
Revenues by geographic areas (in millions):
United States		$	305.0		$	290.2
International		264.0			285.9
		$	569.0		$	576.1

	March 31, 2006			December 31, 2005
Long-lived assets (in millions):
United States		$	1,532.6		$	1,526.0
International		281.7			268.0
		$	1,814.3		$	1,794.0

13.Subsequent Events

The Company and its wholly owned subsidiary Diagnostic Systems Laboratories  (“DSL”) have been named as defendants in an action brought in Texas by Rama Rau and Vijay Yelundur. The plaintiffs claim that they are former owners of approximately one-third of DSL's outstanding shares and are seeking rescission of the agreement under which they sold their interest in DSL to Gopal Savjani. They allege that Mr. Savjani fraudulently induced them to sell their interest in DSL for approximately $4 million by misrepresenting the status and future prospects of DSL and failing to inform them of the potential sale of the business to the Company. They also allege that these actions constituted breach of fiduciary duties, negligent misrepresentation, and a breach of the contract under which they invested in DSL. The action is against Mr. Savjani individually, DSL, and the Company as successor in interest in DSL. The Company cannot predict with certainty the outcome of this litigation, nor can it estimate the amount or range of any potential liabilities associated with this claim, if any. Accordingly, at March 31, 2006 no accrual has been made for any potential exposure.

During June 2006, Wipro, the Company’s  former distributor in India, initiated action against Beckman Coulter India Private Limited (“BCIPL”), the Company’s India subsidiary,  based on a claim that BCIPL hired a number of Wipro’s current and former employees in violation of the non-solicitation clause in the contract between the Company and Wipro. Wipro has applied for and obtained an ex parte order prohibiting BCIPL from employing Wipro employees who Wipro had not expressly released from

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employment. The current order has no affect upon the former Wipro employees currently employed by BCIPL. Wipro also has formally initiated arbitration against Beckman Coulter International S.A. ("BCISA"), the Beckman Coulter subsidiary who entered the original contract with Wipro. Wipro is alleging that BCIPL's actions breached the contract between BCISA and Wipro and is claiming that it has experienced 18 million Euro in damage.  The arbitration will take place in Switzerland under ICC rules, and Swiss law will govern. The Company cannot predict with certainty the outcome of this litigation, nor can it estimate the amount or range of any potential liabilities associated with this claim, if any. Accordingly, at March 31, 2006 no accrual has been made for any potential exposure.

On June 1, 2006, approximately $56 million of the Company’s $100 million debentures, bearing an interest rate of 7.05% per annum due June 1, 2026, were tendered by the holders of the debentures.  The debentures were put under the terms of the debentures agreement that allowed them to be repaid, in whole or in part, on June 1, 2006 at a redemption price of 103.9%.  In connection with this redemption the Company incurred approximately $2.7 million in debt extinguishment costs.

On June 29, 2006, the Company entered into an agreement to sell approximately 53 acres of vacant land in Miami, for a sales price of about $33 million.  The vacant land in Miami has a book basis of approximately $3 million and the land sale is expected to close during the fourth quarter of 2006.

On June 20, 2006, the Company entered into an agreement to sell the company's non-controlling holdings in Agencourt Personal Genomics (APG), a developer of next-generation genetic analysis technologies. The Company originally acquired shares of APG in conjunction with the acquisition of Agencourt Bioscience Corporation in May 2005. This sale follows an agreement between APG and Applied Biosystems Group (ABI) whereby ABI will acquire APG. The Company expects to receive approximately $50 million in cash from the sale and is expected to close in the third quarter of 2006.

Certain of the Company’s borrowing agreements contain covenants that the Company must comply with, for example, a debt to earnings ratio and a minimum interest coverage ratio. At March 31, 2006 the Company was in compliance with all such covenants. As a result of the accounting investigation directed by the Company’s Board of Directors (see Note 11 “Committments and Contingencies”) the Company did not meet its quarterly reporting requirements under the Company’s Amended and Restated Credit Agreement (the “Credit Facility”) or the indenture reporting requirements covering the Company’s Senior Notes and Debentures. The Company obtained a Letter Waiver from its lenders under the Credit Facility waiving the reporting requirements for the period May 10, 2006 through July 30, 2006 and has subsequently complied with all other reporting requirements. The total amount outstanding under the Credit Facility, Senior Notes, and Debentures was $110 million, $475 million, and $100 million, respectively at March 31, 2006.

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Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Beckman Coulter simplifies and automates laboratory processes used in all phases of the battle against disease. We serve customers across the biomedical testing continuum by designing, developing, manufacturing, selling and supporting the complex systems that customers use in their laboratories. Our products consist of instruments, chemistries, software and supplies that meet a variety of biomedical laboratory needs. Our products are used in a range of applications, from lab solutions used for pioneering medical research, clinical research and drug discovery to diagnostic systems found in hospitals and physicians’ offices to aid in patient care. We compete in a market segment that we estimate totaled approximately $47 billion in annual worldwide revenues. We currently have products that address approximately half of that market. We market our products in more than 130 countries, with approximately 48% of revenues in 2005 coming from outside the United States.

Our product lines include virtually all blood tests routinely performed in hospital laboratories and a range of systems for medical and pharmaceutical research. We have more than 200,000 systems operating in laboratories around the world. Our instruments are generally provided to customers under either operating-type lease (“OTL”) arrangements, sales-type lease (“STL”) arrangements or cash sales. Many of our lease arrangements take the form of what are known as “reagent rentals” where an instrument is placed at a customer location and the customer commits to purchase a certain minimum volume of reagents annually. We also enter into “metered” contracts with customers where the instrument is placed at a customer location with a stock of reagents. The customer is then billed monthly based on actual usage of reagents. In the second quarter of 2005, we reviewed our leasing policies and decided to emphasize lease contracts with terms that are expected to result in more OTLs. This shift to OTLs began in the third quarter of 2005, and mostly impacted the United States (U.S.). By the fourth quarter of 2005, the majority of new leases in the U.S. were OTLs.

Approximately 71.5% of our 2005 revenues came from recurring revenues which we define as operating type lease revenues and sales of operating supplies, chemistry kits and service from existing customer installed instruments. Our large installed base provides us with a significant competitive advantage and drives this profitable stream of aftermarket consumables and service. Our strategy is to extend the company’s leadership in simplifying, automating and innovating customer’s processes, by continuing to rollout new products, enhancing our current product offerings, and entering into new and growing market segments.

Placements of products serving the clinical diagnostics markets (Chemistry Systems, Immunoassay Systems, the majority of products within Cellular Systems and some of the products within Discovery and Automation Systems) have been experiencing growth as test volumes continue to increase as a result of factors such as an aging population, increasing expenditures on chronic diseases, other conditions requiring ongoing treatment (for example, diabetes, AIDS and cancer) and greater acceptance of Western medicine in emerging countries. Our customers are faced with increasing volumes of testing and a shrinking skilled labor pool while under constant pressure to contain costs. Consequently, it has become essential for manufacturers to provide cost-effective systems to remain competitive. A large number of the products in the Discovery and Automation Systems product area are dependent on academic research funding and capital spending in the biotechnology, pharmaceutical and clinical research markets. We are seeing an increase in pharmaceutical and biotechnology research and development investment along with a growing need to simplify and automate testing in the research markets. These trends are driving growth in certain areas of this market where we are focused on becoming a provider of solutions for our various customers.

Products such as the UniCel® DxI800 Access® immunoassay systems, the recently introduced UniCel® DxC 600 and 800 SYNCHRON® clinical systems and the Power Processor front-end automation system provide our customers with a means to increase efficiency through automation and workstation

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consolidation. We believe these industry leading, high-throughput platforms have positioned us to gain market share and increased streams of reagent revenues in the coming years. To further the potential of these systems we are developing new assays internally, collaborating with external parties and pursuing business and technology acquisitions. In hematology, we continue to automate more of the testing process with recently introduced platforms to serve both high-volume hospital labs and small- to mid-sized labs.

Our after-market revenues of chemistry kits, supplies and service have allowed us to generate substantial operating cash flows. We have used this cash flow to facilitate growth in the business by developing, marketing and launching new products through internal development as well as business and technology acquisitions. We have also used our operating cash flows to repurchase shares of our common stock and pay regular quarterly dividends. We have recently shifted our emphasis to OTLs which requires additional investment in our instruments subject to lease and could reduce our cash flows in the next several years as we reach a new steady-state level of OTLs. We expect the majority of our lease arrangements in the U.S. to be OTLs in future years.

In order to continue to grow the Company, gain market share and remain competitive, we must continue to introduce new instrument and reagent technologies and remain at the forefront in helping customers advance medical science, improve patients’ lives and reduce overall healthcare costs. We must also acquire and defend intellectual property and invest in research and development. Otherwise, our current products could become technologically obsolete over time. We believe that our cash flow will enable us to continue to fund these activities into the future. We are subject to a number of risks and uncertainties that could hamper our efforts to successfully increase market share and expand into new markets such as general worldwide economic weakness, pressure on healthcare spending, constrained government research funding and our ability to obtain regulatory approvals for new products. We believe we are addressing these risks by providing our customers automated and cost effective solutions. A large number of our products require marketing authorizations from the U.S. Food & Drug Administration (“FDA”) and similar agencies in other countries. We believe that we have effective quality and compliance programs in place and have been successful in obtaining the necessary clearances for our new products from the FDA and other similar agencies.

Reorganization

On July 22, 2005, the Company announced a reorganization and as a result has integrated the former Clinical Diagnostics and Biomedical Research Divisions into a single company structure that will create synergies and improve focus as we address the entire biomedical testing continuum. The new structure created four business centers focused on driving core product strategies. These business centers are Chemistry Systems, Cellular Systems, Immunoassay Systems, and Discovery and Automation Systems.

We expect to eliminate approximately 350 net positions worldwide as a result of the reorganization. Accordingly, in 2005 we recorded a charge for approximately $34.8 million ($20.9 after tax) for severance and related benefits for affected employees and other exit and contract termination costs. Additional charges of $0.8 million were incurred in the first quarter of 2006. Approximately $8.9 million of these amounts were paid in the first quarter of 2006 (see Note 2 “Restructuring Activities and Asset Impairments”).

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Results of Operations

Revenues

The following provides product area and geographical revenue information (dollar amounts in millions):

	Three months							Constant
	ended March 31,				Reported			Currency
	2006		2005		Growth %			Growth %*
Chemistry Systems	$	158.0	$	167.6		(5.7	)		(3.5	)
Cellular Systems	184.0		197.0			(6.6	)		(4.7	)
Immunoassay Systems	110.8		97.5			13.6			16.0
Discovery and Automation Systems	116.2		114.0			2.0			4.7
Total	$	569.0	$	576.1		(1.2	)		1.0
United States	305.0		290.2			5.1			5.1
International	264.0		285.9			(7.7	)		(3.2	)
	$	569.0	$	576.1		(1.2	)		1.0

*       Constant currency growth is not a U.S. GAAP defined measure of revenue growth. Constant currency growth as presented herein represents:

Current period constant currency revenues (see below) less prior year reported revenues

Prior year reported revenues

We define constant currency revenues as current period revenue in local currency translated to U.S. dollars at the prior year’s foreign currency exchange rate. This measure provides information on revenue growth assuming that foreign currency exchange rates have not changed between the prior year and the current period. Constant currency revenues and constant currency growth as defined or presented by us may not be comparable to similarly titled measures reported by other companies. Additionally, constant currency revenues is not an alternative measure of revenues on a U.S. GAAP basis.

As discussed above in the Overview, we are undergoing a shift from STLs to OTLs. This increasing proportion of hardware revenue being recognized under OTLs continued to negatively impact revenues in the first quarter of 2006. Under OTLs the recognition of instrument revenues and earnings are spread over the life of the lease arrangement, which is typically five years. By contrast, under STLs the recognition of instrument revenues and earnings is at the inception of the lease. This shift impacted instrument related revenues within most product areas. Over the longer term, we expect this change to improve competitiveness and operating efficiency. This change which negatively impacted instrument revenues across many of our product lines during the first quarter was partially offset by the benefit of the acquisition of Agencourt and DSL and robust placements of our instruments which in turn drove growth in aftermarket consumables revenues. Consumables revenues across all product lines grew 6.5% in the first quarter of 2006 as a result of this installed base of systems and a greater average utilization of reagents.

A discussion of revenues by major product area for the three months ended March 31, 2006 follows:

Chemistry Systems

Revenues were down in Chemistry Systems for the three months ended March 31, 2006 due primarily to the shift to OTL customer contracts. Chemistry Systems is one of the product areas most affected by the leasing policy change. Placements of our new UniCel® DxC 600 and 800 SYNCHRON® systems are outperforming our expectations and are contributing to increased year-over-year system placements in Chemistry Systems.

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Cellular Systems

Revenues in Cellular Systems were down for the three months ended March 31, 2006. Sales in this area, which consist of hematology, coagulation and flow cytometry systems, were impacted by the leasing policy shift.

Immunoassay Systems

Revenues in Immunoassay Systems were up significantly for the three months ended March 31, 2006. We continue to experience solid placements of the UniCel® DxI 800 Access® Immunoassay System, an advanced high-throughput analyzer; partially offset by the impact of the leasing policy shift which reduced reported revenues. Consumables revenue increased 24% over the prior year first quarter; the acquisition of Diagnostic Systems Laboratories (“DSL”) in October 2005 provided revenue of $9.3 million, or 45.6% of the increase.

Discovery and Automation Systems

Revenues in Discovery and Automation Systems were up for the three months ended March 31, 2006. Sales in this area are less impacted by the leasing policy shift and the increase was primarily the result of the addition of Agencourt Bioscience Corporation in May 2005, which provided revenue of $8.7 million in the first quarter. This increase was offset by a decline of 5.7% in all other products in this category due primarily to weakness in the life sciences research market in Japan.

Service Revenues

Service revenues, which are also included in the product area discussions above and are derived from contracts or service and maintenance calls on our installed instruments, increased 2.1% to $95.6 million in the first quarter of 2006 from $93.6 million in the first quarter of 2005. The increase was due primarily to our growing installed base of instruments.

Revenue by Major Geography

Revenues in the U.S. were up 5.1% for the three months ended March 31, 2006.  The growth in the U.S. was primarily a result of the acquisitions of Agencourt and DSL. Partially offsetting this growth were declines in revenue growth in Chemistry Systems and Cellular Systems which were negatively impacted by the leasing policy change. However, unit placements and reagent revenues were up across several product lines in the U.S.  Immunoassay and Discovery & Automation revenues were up significantly for the three months ended March 31, 2006 aided by automation placements and revenue growth in the life sciences markets in the U.S.

International revenue was down 7.7% in the three months ended March 31, 2006, and down 3.2% in constant currency in the three months ended March 31, 2006. This revenue decline was primarily a result of unusually strong international consumables growth in the first quarter of 2005. Revenues in Europe were down approximately 8.2%, 1.4% in constant currency, as a result of lower sales in France and the United Kingdom, partially offset by modest growth in Germany and strong sales in Italy and our European dealer markets. Sales in Asia were down about 14.8%, 10.2% in constant currency, due primarily to a decline in demand in Japan for our Discovery and Automation products as this country continues to contend with health care reimbursement reforms and constraints on spending in the life sciences research market.

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Gross profit

Gross profit as a percentage of revenue (“gross margin”) was 47.3% and 47.0% for the three months ended March 31, 2006 and 2005, respectively. Sales in the U.S. and sales of consumables which carry higher product margins were higher in the first quarter of 2006 as compared to the first quarter of 2005 resulting in an improved gross margin.

Operating Expenses

Selling, general and administrative (“SG&A”) expenses increased $16.2 million to $165.4 million or 29.1% of revenue for the three months ended March 31, 2006 from $149.2 million or 25.9% of revenue for the three months ended March 31, 2005. The increase in SG&A spending for the quarter was primarily due to the recording of share-based compensation expense as required by SFAS No. 123(R), increased spending on selling and marketing activities related to our Chemistry, Immunoassay and other new product offerings, incremental operating expenses from the Agencourt and DSL acquisitions and changes in the non-sales management incentive plan that impacted the timing of expense accruals moving the expense from the fourth quarter in prior years to each quarter throughout the year in 2006.

Research and development (“R&D”) expenses increased $6.6 million to $54.6 million or 9.6% of revenue for the three months ended March 31, 2006 from $48.0 million or 8.3% of revenue for the three months ended March 31, 2005. The increase in R&D spending is due primarily to the impact of research and development costs incurred at recently acquired companies, increased investment in next generation systems and tests and the impact of SFAS No. 123(R) share-based compensation expense and incentive plan changes as described above.

Non Operating Income and Expenses

Interest income includes income from STL receivables. Interest income was flat at $4.1 million in the first quarter of 2006 and 2005.

Interest expense increased $0.6 million to $10.8 million in the first quarter of 2006 from $10.2 million in the first quarter of 2005 mainly due to higher interest rates on the variable rate portion of our outstanding debt and a higher level of debt outstanding during the first quarter of 2006.

Other non-operating (income) expense was $(1.9) million and $9.9 million for the three months ended March 31, 2006 and 2005, respectively, and was comprised primarily of foreign exchange related gains in 2006 and expenses in 2005. The losses incurred in the first quarter of 2005 was comprised primarily of foreign exchange related expenses as the weak U.S. dollar and the volatility of the South African Rand drove up currency related costs.

Income Taxes

At the end of each interim reporting period an estimate is made of the effective tax rate expected to be applicable for the full year. The rate determined which includes changes in tax reserves, is used to provide for income taxes on a year-to-date basis. The tax effect of any tax law changes and certain other discrete events are reflected in the period in which they occur. The income tax rate, as a percentage of pre-tax income, was 26.7% for the first quarter of 2006, compared with 28.1% for the first quarter of 2005.

Our effective tax rate for the full year of 2006 could be impacted  by a number of factors including, but not limited to, enactments of new tax laws, new interpretations of existing tax laws, rulings by and settlements with taxing authorities, our utilization of tax credits and our geographic profit mix.

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Liquidity and Capital Resources

Liquidity is our ability to generate sufficient cash flows from operating activities to meet our obligations and commitments. In addition, liquidity includes the ability to obtain appropriate financing and to convert those assets that are no longer required in meeting existing strategic and financing objectives into cash. Therefore, liquidity cannot be considered separately from capital resources that consist of current and potentially available funds for use in achieving long-range business objectives and meeting our commitments.

Our business model, in particular sales from after-market kits, supplies and service, allows us to generate substantial operating cash flows. We anticipate our operating cash flows together with the funds available through our credit facility will continue to satisfy our working capital requirements without the need for substantial additional indebtedness. Additionally, we currently do not have plans to significantly reduce our long-term debt levels in the next twelve months due to the long-term maturities of our senior notes. This allows us to invest in areas that will help meet our strategic objectives. During the next twelve months, we anticipate using our operating cash flows:

·To increase our capital expenditures for customer leased equipment as we continue to shift toward operating-type leases.

·To facilitate growth in the business by developing, marketing and launching new products. We expect new product offerings to come from existing R&D projects, business acquisitions and by gaining access to new technologies through license arrangements.

·To reduce our borrowings under our credit facility that was drawn on to fund the 2005 acquisitions of Agencourt and DSL.

·To maintain and raise our quarterly dividend. Our dividend paid in the first quarter was $0.15 cents per share. In April 2006, the Company’s Board of Directors declared a quarterly cash dividend of $0.15 per share, payable on June 8, 2006 to stockholders of record on May 19, 2006.

·To continue to pay our restructuring expenses. Approximately $22.3 million is accrued at March 31, 2006. We expect these amounts to be paid throughout 2006 and possibly into 2007.

·To continue to repurchase shares of our common stock. In January 2005, our Company’s Board of Directors approved a plan authorizing the repurchase of up to 2.5 million shares of our common stock through 2006. During the first three months of 2006, 0.9 million shares were repurchased for $45.9 million under this plan and approximately 0.7 million shares remain as authorized and available to be purchased under this plan.

Cash flows provided by operating activities were $56.2 million in the first three months of 2006 as compared to $100.2 million in the first three months of 2005. The major contributors to this decrease in operating cash flows were a $17.0 million contribution to the U.S. Pension trust in 2006 that did not occur in 2005, a decrease in net income of $8.8 million and an overall increase in cash outflows from accounts payable and accrued expenses due to higher accruals paid in the first quarter of 2006 under our incentive compensation plans and payment of $8.9 million of our accrued restructuring expenses.

Investing activities used cash of $69.2 million and $42.4 million in the first three months of 2006 and 2005, respectively. The increase was due primarily to an increase in capital expenditures of $26.6 million from $38.4 million during the first three months of 2005 to $65.0 million during the first three months of 2006. This increase was principally due to an increase in customer leased equipment. Expenditures for customer leased equipment comprise a substantial portion of the Company’s total capital expenditures and these expenditures are expected to continue to rise in the future. Of the $65.0 million in capital expenditures, approximately 76% were for customer leased equipment.

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Financing activities provided cash of $13.5 million in the first three months of 2006 versus cash used of $19.8 million in 2005. The increase in cash flows from financing activities in 2006 is primarily due to increased borrowings under our credit facility partially offset by a decrease in cash proceeds from the issuance of stock under certain employee stock-based benefit plans and increased repurchases of our common stock under our stock buy-back program.

We are in the process of implementing an ERP system in order to achieve a single, globally integrated infrastructure. This includes functionality for Finance, Human Resources, Supply Chain, Order Management, Finished Goods Inventory Management, Sales and Service to replace or complement existing legacy systems and business processes. Since the inception of the program in 2000 through March 31, 2006, we have capitalized $143.3 million of costs associated with this ERP system, which includes $53.4 million of capitalized internal labor costs. Based on our geographic rollout strategy, as of March 31, 2006, we have essentially implemented functionality for Finance, Human Resources, Accounts Receivable management and certain purchasing systems for our global operations. Sales functionality has been implemented on a limited basis for our U.S. and Canadian operations. Systems for finished goods inventory and physical distribution have been implemented for Europe, including the deployment of systems for Sales, Service and Order Management in most entities in Europe. We expect that the majority of the work required to complete this phase of the global implementation of the new systems will take place through 2007. If we are unable to implement and effectively manage the transition to these new systems, our future consolidated operating results could be adversely affected.

In January 2005, the Company entered into an Amended and Restated Credit Agreement (the “Credit Facility”) that will terminate in January 2010. The Credit Facility provides the Company with a $300 million revolving line of credit, which may be increased in $50 million increments up to a maximum line of credit of $500 million. Interest on advances is determined using formulas specified in the agreement, generally, an approximation of LIBOR plus a 0.275% to 0.875% margin. The Company also must pay a facility fee of 0.150% per annum on the aggregate average daily amount of each lender’s commitment. As of March 31, 2006, there was $110 million drawn on the $300 million Credit Facility.

At May 19, 2006, as a result of the investigation (see Note 11 “Commitments and Contingencies”) the Company did not meet its quarterly reporting requirements as required by the Credit Facility or the indenture reporting requirements covering the Company’s Senior Notes and Debentures.  As a result, the Company obtained a Letter Waiver from its lender waiving its reporting requirements for the period May 10, 2006 through July 30, 2006 (the “Waiver Period”) and has subsequently complied with all other reporting requirements.

At March 31, 2006 approximately $100.9 million of unused, uncommitted, short-term lines of credit were available to the Company’s subsidiaries outside the U. S. at various interest rates. Within the U.S., $14.4 million in unused, uncommitted, short-term lines of credit at prevailing market rates were available.

Based upon current levels of operations and expected future growth, we believe our cash flows from operations together with available borrowings under our credit facility and other sources of liquidity will be adequate to meet our anticipated requirements for interest payments and other debt service obligations, working capital, capital expenditures, lease payments, pension contributions, future business acquisitions and other operating needs. There can be no assurance, however, that our business will continue to generate cash flow at or above current levels. Future operating performance and our ability to service or refinance existing indebtedness, will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

At March 31, 2006, there have been no material changes in the Company’s significant contractual obligations and commitments as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2005.

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On June 1, 2006, approximately $56 million of the Company’s $100 million debentures, bearing an interest rate of 7.05% per annum due June 1, 2026, were tendered by the holders of the debentures.  The debentures were put under terms of the debentures agreement that allowed them to be repaid, in whole or in part, on June 1, 2006 at a redemption price of 103.9%.  In connection with this redemption the Company incurred approximately $2.7 million in debt extinguishment costs. The repayment of the debentures was funded by operating cash flows.

Critical Accounting Policies

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. Information with respect to the Company’s critical accounting policies which the Company believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management is contained on pages 39 to 43 in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. Management believes that at March 31, 2006, there has been no material change to this information, except for the implementation of share-based compensation standards described below.

Share-Based Compensation

The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment. Under the provision of SFAS No. 123 (R), stock-based compensation cost is estimated at the grant date based on the award’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model and is recognized as expense ratably over the requisite service period. The BSM model requires various highly judgmental assumptions including volatility, forfeiture rates, and expected option life. If any of the assumptions used in the BSM model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period.

Historically, the Company has used primarily stock options and stock appreciation rights in its share based payment plans. As part of the adoption of SFAS No. 123(R) the Company revised its share based payment plans and now provides key employees a combination of performance shares, stock appreciation rights and nonvested stock, instead of only stock options, in its annual awards. The Company continues to provide stock appreciation rights to certain international employees and an employee stock purchase plan. See Note 9 of the condensed consolidated financial statements for more information. In April of 2006, the Company granted 99,870 performance stock unit awards to certain officers and key employees. Grantees of performance shares will be eligible to receive shares of the Company’s common stock depending upon the Company’s achievement of a free cash flow target over a three year period as defined in the terms of the award.

Forward-Looking Statements

This quarterly report contains forward-looking statements, including statements regarding, among other items:

·the schedule for completion of our ERP program;

·our business strategy, anticipated gains in market share, and anticipated developments in our markets;

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·expected costs of the planned restructuring activities;

·the impact of shifting our lease agreements from predominantly sales-type leases to predominantly operating-type leases;

·our liquidity requirements and capital resources and the effects of litigation;

·rights to be received, payments and income from the settlement with Applera;

·sources of new products; and

·our anticipated use of operating cash flows.

These forward-looking statements are based on our expectations and are subject to a number of risks and uncertainties, some of which are beyond our control. These risks and uncertainties include, but are not limited to:

·unanticipated delays in completing our ERP program;

·loss of market share in our markets;

·the effects of potential healthcare reform in the countries in which we operate or sell products;

·unanticipated reductions in cash flows and difficulty in sales of assets as described in Note 6 of the condensed consolidated financial statements;

·the timing and extent of our change from structuring our lease agreements from predominately sales-type leases to operating-type leases;

·failure to complete the settlement with Applera;

·the results and effect of the accounting investigation;

·the amount and timing of the restructuring and related charges and savings; and

·other factors that cannot be identified at this time.

Although we believe we have the product offerings and resources required to achieve our objectives, actual results could differ materially from those anticipated by these forward-looking statements. There can be no assurance that events anticipated by these forward-looking statements will in fact transpire as expected.

Item 3.        Quantitative and Qualitative Disclosures About Market Risk

The U.S. Securities and Exchange Commission requires that registrants include information about potential effects of changes in currency exchange and interest rates in their Form 10-K filings. Several alternatives, all with some limitations, have been offered. The following discussion is based on a sensitivity analysis, which models the effects of fluctuations in currency exchange rates and interest rates. This analysis is constrained by several factors, including the following:

·it is based on a single point in time; and

·it does not include the effects of other complex market reactions that would arise from the changes modeled.

Although the results of the analysis may be useful as a benchmark, they should not be viewed as forecasts.

Our most significant foreign currency exposures relate to the Euro, Japanese Yen, British Pound Sterling and Canadian Dollar. As of March 31, 2006 and December 31, 2005, the notional amounts of all

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derivative foreign exchange contracts were $264.8 million and $272.3 million, respectively. Notional amounts are stated in U.S. dollar equivalents at spot exchange rates at the respective dates. The net fair value of all these contracts as of March 31, 2006 and December 31, 2005 was $5.2 million and $10.8 million, respectively. We estimated the sensitivity of the fair value of all derivative foreign exchange contracts to a hypothetical 10% strengthening and 10% weakening of the spot exchange rates for the U.S. dollar against the foreign currencies at March 31, 2006. The analysis showed that a 10% strengthening of the U.S. dollar would result in a gain from a fair value change of $19.2 million and a 10% weakening of the U.S. dollar would result in a loss from a fair value change of $5.7 million in these instruments. Losses and gains on the underlying transactions being hedged would largely offset any gains and losses on the fair value of derivative contracts. These offsetting gains and losses are not reflected in the above analysis. Significant foreign currency exposures at March 31, 2006 were not materially different than those at December 31, 2005.

Similarly, we performed a sensitivity analysis on our variable rate debt instruments and derivatives. A one percentage point increase or decrease in interest rates was estimated to decrease or increase this year’s pre-tax earnings by $3.3 million based on the amount of variable rate debt outstanding at March 31, 2006. This analysis includes the effect of our reverse interest rate swap derivatives, which changes the character of the interest rate on our long-term debt by effectively converting a fixed rate to a variable rate.

Additional information with respect to our foreign currency and interest rate exposures are discussed in Note 3 of the condensed consolidated financial statements.

Item 4.        Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of March 31, 2006, the end of the fiscal quarter covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II.   Other Information

Item 1.Legal Proceedings

The Company is involved in a number of lawsuits, which the Company considers ordinary and routine in view of its size and the nature of its business. The Company does not believe that any ultimate liability resulting from any of these lawsuits will have a material adverse effect on its results of operations, financial position or liquidity. However, the Company cannot give any assurances regarding the ultimate outcome of these lawsuits, and their resolution could be material to the Company’s operating results for any particular period, depending upon the level of income for the period.

In 1998, the Company entered into a sale-leaseback transaction with Cardbeck Miami Trust (“Cardbeck”) in connection with the Company’s Miami facility. In May 2005, Cardbeck notified the Company that it had received an assessment from the State of Florida in the amount of $4.4 million for revenues tax, interest and penalties related to payments made by the Company to Cardbeck from June, 2000 to February, 2005. The State of Florida has asserted that this transaction is subject to revenues tax in accordance with applicable state laws and requested Cardbeck to pay this assessment. As part of the 1998 agreement with Cardbeck, the Company agreed to pay any non-income taxes incurred in connection with the transaction and Cardbeck has demanded that the Company take certain actions with respect to the assessment. Cardbeck also filed an appeal of the assessment, and Beckman Coulter then sought permission to intervene in the proceedings as the real party in interest. Although Beckman Coulter’s request to intervene was granted initially, the State subsequently filed a motion challenging that decision. The State also asked the Administrative Law Judge to limit the issues to be considered in the case. The Administrative Law Judge granted the State’s motions, removing Beckman Coulter from active participation in the case and potentially preventing it from making the arguments that Beckman Coulter intended to present. Beckman Coulter has appealed this decision and the Administrative Law Judge has stayed the proceedings pending the outcome of the Company’s appeal. The Company also has filed a declaratory relief action seeking judicial review of its position. The Company believes that its position is supported by relevant prior case law in the State of Florida and believes that this dispute ultimately will be adjudicated in its favor. Accordingly, at March 31, 2006, no accrual has been made for this assessment.

In July, 2002 Beckman Coulter, filed a patent infringement action against Applera Corporation (“Applera”) in the U.S. District Court for the Central District of California. The complaint alleges that certain of the DNA sequencing instruments and thermal cyclers used for polymerase chain reaction sold by Applera’s Applied Biosystems division infringe Beckman Coulter U.S. patents. The Beckman Coulter patents are Re 37, 606 and Re 37, 941 which claim replaceable gels used in capillary electrophoresis and 5,4211,980 which claims a heated cover in a thermal cycler. The Company is seeking monetary damages and injunctive relief. Applera has responded to Beckman Coulter’s complaint by seeking a determination that the Beckman Coulter patents are invalid, unenforceable, and not infringed. Trial of the case was expected to begin in May 2006. In April, 2006, the parties established the terms of a settlement to resolve all outstanding legal disputes between them relating to the Beckman Coulter claims described above as well as allegations by Applera that Beckman Coulter had breached a contract regarding certain licensed technology. The Court has said it will stay its proceedings for 90 days pending completion of definitive agreements based on these terms. As part of the settlement agreement, the parties granted royalty-bearing licenses to each other. Beckman Coulter granted Applera licenses to its patents for replaceable gels for capillary electrophoresis instruments and DNA sequencers and to its patent for a heated lid for thermal cyclers; Applera granted Beckman Coulter licenses conferring rights in the diagnostics market to its patents for nucleic acid sequencing and real time PCR thermalcycling. Additionally, Applera’s Applied Biosystems Group made a $35 million special payment to Beckman Coulter on signing for release of any and all claims of infringement relating to DNA sequencer and thermal cycler products. Beckman Coulter will pay $20 million over 10 quarters to Applera’s Celera Genomics Group for rights in the diagnostics market to the referenced Applera technology. The Company recorded a $35 million gain and a

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$18.8 million research and development charge in connection with this settlement during the second quarter of 2006.

During the second quarter 2006, the Audit and Finance Committee of the Company’s Board of Directors oversaw an investigation of claims made by a former employee.  The individual alleged that his recent termination, as part of the Company’s restructuring, was the result of certain accounting issues he brought to the attention of his supervisor. The issues involved obsolescence of about $25 million in inventory, valuation of returned equipment under lease, and disclosure of reasons for changes in certain operating expense accounts.  The Audit and Finance Committee retained outside counsel and an independent accounting firm to assist in the investigation and concluded that the allegations were not substantiated and that the Company’s financial statements and disclosures did not require revision.

Item 1A. Risk Factors

There were no material changes to the risk factors previously disclosed in the Company’s most recent report on Form 10-K.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 through 31, 2006		3,103		$	58.61		N/A		1,591,700
February 1 through 28, 2006		N/A		N/A			N/A		1,591,700
March 1 through 31, 2006		889,786		$	53.68		854,700		737,000
Total		892,889		$	53.70		854,700		737,000

854,700 of the shares above were repurchased pursuant to the stock repurchase plan authorized by the Company’s Board of Directors in January 2005, whereby the Company is authorized to repurchase up to 2.5 million shares of its Common Stock through 2006.

6,528 of the shares above were repurchased pursuant to the Company’s restricted stock plan whereby upon vesting of the restricted shares the Company was reimbursed, in the form of Company common stock, for the payment of taxes on the employees’ behalf.

31,661 of the shares above were repurchased as part of the Company’s Benefit Equity Trust using proceeds from the dividends paid by the Company on the shares in the trust. The Benefit Equity Trust was established in 2004 to pre-fund future stock-related obligations of employee benefit plans.

Item 4.Submission of Matters to a Vote of Security Holders

The annual meeting of the Stockholders of the Company (the “Annual Meeting”) was held on April 12, 2006. One proposal relating to the election of directors was presented to the shareholders at the meeting.

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Four members of the Board of Directors whose terms expired at the 2006 Annual Meeting were elected to new terms expiring at the 2009 Annual Meeting. The number of shares voting were as follows:

	Votes For	Votes Withheld
Peter B. Dervan, Ph.D.	57,400,981		971,906
Scott Garrett	56,936,302		1,436,585
Risa J. Lavizzo-Mourey, M.D.	54,551,621		3,821,266
Glenn S. Schafer	52,692,020		5,680,867

The remaining members of the Board of Directors who will continue in office and the year in which their terms expire are:

Term Expiring in 2007: Robert G. Funari, Charles A. Haggerty, William Kelly, M.D.

Term expiring in 2008: Hugh K. Coble, Kevin M. Farr, CPA, Van B. Honeycutt, Betty Woods.

Item 6.Exhibits

10.1	Amendment 2005-2 to the Beckman Coulter, Inc. Supplemental Pension Plan dated December 19, 2005.
10.2	Amendment 2005-1 to the Beckman Coulter, Inc. 2004 Long-Term Performance Plan dated December 22, 2005.
10.3	Amendment 2005-1 to the Beckman Coulter, Inc. Deferred Director’s Fee Program dated December 21, 2005.
10.4	Amendment 2005-1 to the Beckman Coulter, Inc. Executive Deferred Compensation Plan dated December 21, 2005.
10.5	Amendment 2005-1 to the Beckman Coulter, Inc. Executive Restoration Plan dated December 21, 2005.
10.6	Amendment 2005-1 to the Beckman Coulter, Inc. Savings Plan dated December 21, 2005.
10.7	Amendment 2006-1 to the Beckman Coulter, Inc. Savings Plan dated April 20, 2006.
10.8	Transition and Retirement Agreement between Beckman Coulter, Inc. and James T. Glover dated March 16, 2006.
15	Review Report of Independent Registered Public Accounting Firm, July 13, 2006
15.1	Letter of Acknowledgement of Use of Report on Unaudited Interim Financial Information dated July 13, 2006
31	Rule 13a-14(a)/15d-14(a) Certifications
32	Section 1350 Certifications

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BECKMAN COULTER, INC.
	(Registrant)
Date: July 12, 2006	By	/s/ SCOTT GARRETT
		Scott Garrett
		Chief Executive Officer
Date: July 12, 2006	By	/s/ JAMES GLOVER
		James Glover
		Senior Vice President and Chief Financial Officer
Date: July 12, 2006	By	/s/ CAROLYN D. BEAVER
		Carolyn D. Beaver
		Vice President & Controller Principal Accounting Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Amendment 2005-2 to the Beckman Coulter, Inc. Supplemental Pension Plan dated December 19, 2005.
10.2	Amendment 2005-1 to the Beckman Coulter, Inc. 2004 Long-Term Performance Plan dated December 22, 2005.
10.3	Amendment 2005-1 to the Beckman Coulter, Inc. Deferred Director’s Fee Program dated December 21, 2005.
10.4	Amendment 2005-1 to the Beckman Coulter, Inc. Executive Deferred Compensation Plan dated December 21, 2005.
10.5	Amendment 2005-1 to the Beckman Coulter, Inc. Executive Restoration Plan dated December 21, 2005.
10.6	Amendment 2005-1 to the Beckman Coulter, Inc. Savings Plan dated December 21, 2005.
10.7	Amendment 2006-1 to the Beckman Coulter, Inc. Savings Plan dated April 20, 2006.
10.8	Transition and Retirement Agreement between Beckman Coulter, Inc. and James T. Glover dated March 16, 2006.
15	Review Report of Independent Registered Public Accounting Firm, July 13, 2006
15.1	Letter of Acknowledgement of Use of Report on Unaudited Interim Financial Information dated July 13, 2006
31	Rule 13a-14(a)/15d-14(a) Certifications
32	Section 1350 Certifications

EX-10.1

Exhibit 10.1

AMENDMENT 2005-2

BECKMAN COULTER, INC.

SUPPLEMENTAL PENSION PLAN

WHEREAS, Beckman Coulter, Inc. (the “Company”), a Delaware corporation, maintains the Beckman Coulter, Inc. Supplemental Pension Plan (the “Plan”); and

WHEREAS, the Company now desires to amend the Plan; and

WHEREAS, the Company has the right to amend the Plan;

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of the date of adoption of this Amendment 2005-2:

Section 3 of the Plan is amended by adding the following paragraph at the end of the section to read as follows:

“The benefits under the Supplemental Plan for William H. May (“May”) shall be determined in accordance with this Section 3 of the Supplemental Plan; provided, however, that May’s Final Average Earnings, as defined in the Pension Plan, shall be determined by including in May’s Basic Earnings, as defined in the Pension Plan, the bonus to be paid to May in 2005 pursuant to the retention agreement between the Company and May dated April 11, 2005. Such bonus shall be part of May’s Basic Earnings for December, 2005.”

IN WITNESS WHEREOF, this Amendment 2005-2 is hereby adopted this 19th day of December, 2005.

BECKMAN COULTER, INC.
By	/s/ James Robert Hurley
Its	Vice President, Human Resources

EX-10.2

Exhibit 10.2

AMENDMENT 2005-1

BECKMAN COULTER, INC.
2004 LONG-TERM PERFORMANCE PLAN

(Amendment of the Plan Regarding Annual Grants to Non-Employee Directors)

WHEREAS, Beckman Coulter, Inc., a Delaware corporation (the “Company”), maintains the Beckman Coulter, Inc. 2004 Long-Term Performance Plan (the “Plan”);

WHEREAS, pursuant to Section 9 of the Plan, the Board of Directors of the Company has the right to amend the Plan; and

WHEREAS, the Board of Directors of the Company deems it desirable to amend the Plan to provide for an automatic grant of (i) a nonqualified stock option to purchase 4,000 shares of the Company’s common stock (the “Common Shares”) and (ii) a stock unit award with respect to 700 Common Shares, to each non-employee director of the Company who is in office as of the first trading day on the New York Stock Exchange in each calendar year, commencing in 2006, during the term of the Plan.

NOW, THEREFORE, the Plan is hereby amended, effective December 31, 2005, as follows:

1.Section 6 is hereby amended and restated to read in its entirety as follows:

“6.Director Formula Plan.

6.1Participation.  Awards under this Section 6 shall be granted to each member of the Board who is not, and has not been, an officer or employee of the Company or any subsidiary for a period of at least one year (an “Eligible Director”), exclusively in accordance with the provisions set forth below and subject to the limitations in Section 3. Options granted pursuant to Section 6.2 and stock units granted pursuant to Section 6.3 will be evidenced by award agreements, the forms of which have been approved by the Board.

6.2Annual Option Grants.  Subject to adjustments under Section 6.5, each Eligible Director in office on the first day of trading on the New York Stock Exchange in each calendar year during the term of this Plan, commencing in 2006, shall automatically be granted at the close of trading on that day (without any action by the Administrator) a nonqualified stock option (the grant date of which will be such date) to purchase 4,000 Common Shares. Subject to adjustments under Section 6.5, if an Eligible Director first takes office after December 31, 2005and other than on or before the first day of trading on the New York Stock Exchange in the year in which he or she first takes office, the Eligible Director shall be granted (without any action by the Administrator) a nonqualified stock option (the grant date of which will be the date he or she first takes office) to purchase 400 Common Shares, or if greater, the number of Common Shares determined by multiplying 4,000 by (i) the number of days remaining after the grant date until

the following January 2 (provided that such number shall not be greater than 365), divided by (ii) 365, then rounded to the next whole number.

6.2.1Exercise Price.  The purchase price per share covered by each option granted pursuant to this Section 6.2 shall be 100 percent of the fair market value of a Common Share on the grant date. The exercise price of any option granted under this Section 6.2 shall be paid in full at the time of each purchase in cash or by check or in Common Shares valued at their fair market value on the date of exercise of the option, or partly in such shares and partly in cash, but any such shares used in payment must be owned by the participant at least six months prior to the date of exercise.

6.2.2Term.  Each option granted under this Section 6.2 and all rights or obligations thereunder will expire 7 years after the grant date and will be subject to earlier termination as provided below. Each option granted under this Section 6.2 will become exercisable as to 33-1/3% of the total number of Common Shares subject to the option on each of the first, second and third anniversaries of the grant date of the option.

6.2.3Early Termination.  Subject to earlier termination of the option pursuant to Section 6.2.2, 6.5 or 6.6, if an Eligible Director’s services as a member of the Board terminate (for any reason) (the last day that the Eligible Director provides services as a member of the Board is referred to as the Eligible Director’s “Severance Date”), (a) the Eligible Director will have until the date that is one year after his or her Severance Date to exercise the option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the option, to the extent exercisable for the one-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the one-year period.

6.3Annual Stock Unit Grants.  Subject to adjustments under Section 6.5, each Eligible Director in office on the first day of trading on the New York Stock Exchange in each calendar year during the term of this Plan, commencing in 2006, shall automatically be granted at the close of trading on that day (without any action by the Administrator) a stock unit award (the grant date of which will be such date) with respect to 700 Common Shares. Subject to adjustments under Section 6.5, if an Eligible Director first takes office after December 31, 2005and other than on or before the first day of trading on the New York Stock Exchange in the year in which he or she first takes office, the Eligible Director shall be granted (without any action by the Administrator) a stock unit award (the grant date of which will be the date he or she first takes office) with respect to 70 Common Shares, or if greater, the number of Common Shares determined by multiplying 700 by (i) the number of days remaining after the grant date until the following January 2 (provided that such number shall not be greater than 365), divided by (ii) 365, then rounded to the next whole number.

6.3.1Vesting.  Each stock unit award granted under this Section 6.3 shall become vested as to 33-1/3% of the number of Common Shares subject to the award on each of the first, second and third anniversaries of the grant date of the stock unit award.

6.3.2Voting; Dividend Rights.  An Eligible Director to whom a stock unit award is granted pursuant to this Section 6.3 shall have no rights as a stockholder of the Company, no dividend rights (except as expressly provided in the award agreement evidencing the stock unit award with respect to dividend equivalent rights) and no voting rights with respect to the stock units or any Common Shares issuable in respect of such stock units, until Common Shares are actually delivered and held of record by the Eligible Director.

6.3.3Timing and Manner of Payment.  Stock units subject to a stock unit award granted pursuant to this Section 6.3 shall be paid in an equivalent number of Common Shares promptly after the vesting of such stock units; provided, however, that an Eligible Director may elect, on a form and in a manner provided by the Administrator, prior to the December 31 immediately preceding the year in which the stock unit award is granted to have vested stock units paid promptly after the Eligible Director first ceases to serve as a member of the Board. An Eligible Director entitled to receive payment of Common Shares pursuant to a stock unit award shall deliver to the Company any representations or other documents or assurances required by the Company.

6.4Limits.  Annual grants that would otherwise exceed the maximum number of Common Shares under Section 3 will be prorated within such limitation.

6.5Adjustments.  Options granted under Section 6.2 and stock units granted under Section 6.3 will be subject to adjustments, accelerations and terminations as provided in Section 8, but only to the extent that such adjustment and any Administrator action in respect thereof in the case of a Change in Control Event (as defined in Section 8.1) is effected pursuant to the terms of a reorganization agreement approved by stockholders of the Company, or is otherwise consistent with adjustments to options and stock units held by persons other than executive officers or directors of the Company (or, if there are none, consistent in respect of the underlying shares with the effect on stockholders generally).

6.5Acceleration Upon a Change in Control Event.  Each option granted under Section 6.2 and each stock unit granted under Section 6.3 shall become fully vested and immediately exercisable or payable, as applicable, upon the occurrence of a Change in Control Event as provided in Section 8.1; subject, however, to the discretion of the Administrator to prevent such full acceleration as provided therein. Each option granted under Section 6.2 and each stock unit granted under Section 6.3 shall be subject to early termination also as provided in Section 8.1.”

2.A new section 11.4 is hereby added to the Plan to read in its entirety as follows:

“11.4Construction.  This Plan shall be construed and interpreted to comply with Section 409A of the Code. Notwithstanding Section 9 above, the Company reserves the right to amend the Plan and any outstanding awards granted under this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of such awards in light of Section 409A and any regulations or other guidance promulgated thereunder.”

IN WITNESS WHEREOF, this amendment is hereby adopted this 22^nd day of December, 2005.

BECKMAN COULTER, INC.
By	James Robert Hurley
Its	Senior Vice President, Human Resources

EX-10.3

Exhibit 10.3

AMENDMENT 2005-1

BECKMAN COULTER, INC.

DEFERRED DIRECTORS’ FEE PROGRAM

WHEREAS, Beckman Coulter, Inc. (the “Corporation”) maintains the Beckman Coulter, Inc. Deferred Directors’ Fee Program (the “Plan”);

WHEREAS, compensation deferred by participants under the Plan that was not earned and vested as of December 31, 2004 is subject to the requirements of Section 409A of the Internal Revenue Code;

WHEREAS, it is advisable to amend the Plan to permit Plan participants to make certain elections with respect to compensation deferred under the Plan in accordance with the Section 409A transition relief afforded by IRS Notice 2005-1 and subsequent IRS guidance.

RESOLVED, that the Plan is hereby amended, effective as of January 1, 2005, by adding the following Appendix A:

“APPENDIX A

SECTION 409A TRANSITION RULES

A1.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS as to participant Plan deferrals that are subject to Section 409A of the Internal Revenue Code, a Plan participant may elect in writing on or before December 20, 2005 to cancel his or her Plan deferral elections (in whole or in part) for any 2005 fees, in which case the amount otherwise deferred by the participant to the Plan with respect to such a cancelled election, adjusted for deemed earnings and losses pursuant to the Plan for the period commencing with the date such deferred amount was credited to the Plan through the time such amount is paid to the participant, shall be paid to the participant (subject to required tax withholding and other authorized deductions) promptly after December 20, 2005 and in all cases no later than the later of December 31, 2005.

A2.  As contemplated by IRS Notice 2005-1, a Plan participant may elect in writing on or before March 15, 2005 to defer 2005 fees that relate all or in part to services performed on or before December 31, 2005, provided that such amounts have not been paid or become payable at the time of such election.

A3.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS, a Plan participant may elect in writing to change any distribution election such participant has made with respect to compensation deferred under the Plan, and any such election change need not comply with the requirements of Section 409A of the Code

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applicable to changes in distribution elections; provided, however, that any such change must be made on or before December 31, 2006, and provided, further, that to the extent that such change relates to distributions that would otherwise be made in 2006 or would result in any distributions being made in 2006, such change must be made on or before December 31, 2005.

A4.  Any election made by a Plan participant under this Appendix A must be irrevocable as of the date such election is required to be made pursuant to the terms hereof and must otherwise comply with the procedures for making distribution elections set forth in this Plan.”

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Amendment on this 21^st day of December, 2005.

BECKMAN COULTER, INC.
By:	/s/James Robert Hurley
James Robert Hurley
Title:		Vice President, Human Resources

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EX-10.4

Exhibit 10.4

AMENDMENT 2005-1

BECKMAN COULTER, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS, Beckman Coulter, Inc. (the “Corporation”) maintains the Beckman Coulter, Inc. Executive Deferred Compensation Plan (the “Plan”);

WHEREAS, compensation deferred by participants under the Plan that was not earned and vested as of December 31, 2004 is subject to the requirements of Section 409A of the Internal Revenue Code;

WHEREAS, it is advisable to amend the Plan to permit Plan participants to make certain elections with respect to compensation deferred under the Plan in accordance with the Section 409A transition relief afforded by IRS Notice 2005-1 and subsequent IRS guidance.

RESOLVED, that the Plan is hereby amended, effective as of January 1, 2005, by adding the following Appendix A:

“APPENDIX A

SECTION 409A TRANSITION RULES

A1.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS as to participant Plan deferrals that are subject to Section 409A of the Internal Revenue Code, a Plan participant may elect in writing on or before December 15, 2005 to cancel all (but not less than all) of his or her Plan deferral elections for any 2004 bonus (otherwise payable in 2005) and any 2005 salary, in which case the amount otherwise deferred by the participant to the Plan with respect to such a cancelled election, adjusted for deemed earnings and losses pursuant to the Plan for the period commencing with the date such deferred amount was credited to the Plan through the time such amount is paid to the participant, shall be paid to the participant (subject to required tax withholding and other authorized deductions) promptly after December 15, 2005 and in all cases no later than December 31, 2005.

A2.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS as to participant Plan deferrals that are subject to Section 409A of the Internal Revenue Code, a Plan participant may elect in writing on or before December 21, 2005 to cancel all (but not less than all) of his or her Plan deferral elections for any 2005 bonus (otherwise payable in 2006), in which case the amount otherwise deferred by the participant to the Plan with respect to such a cancelled election shall be paid to the participant in accordance with the otherwise applicable terms of the award (absent any deferral election).

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A3.  As contemplated by IRS Notice 2005-1, a Plan participant may elect in writing on or before March 3, 2005 to defer any 2005 salary and/or 2004 bonus (that would otherwise be paid in 2005), provided that such amounts have not been paid or become payable at the time of such election.

A4.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS, a Plan participant may elect in writing to defer any “performance-based compensation” (as such term is defined in the applicable IRS guidance) on or before the date that is six (6) months before the end of the service period to which such compensation relates.

A5.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS, a Plan participant may elect in writing to change any distribution election such participant has made with respect to compensation deferred under the Plan, and any such election change need not comply with the requirements of Section 409A of the Code applicable to changes in distribution elections; provided, however, that any such change must be made on or before December 31, 2006, and provided, further, that to the extent that such change relates to distributions that would otherwise be made in 2006 or would result in any distributions being made in 2006, such change must be made on or before December 31, 2005.

A6.  Any election made by a Plan participant under this Appendix A must be irrevocable as of the date such election is required to be made pursuant to the terms hereof and must otherwise comply with the procedures for making distribution elections set forth in this Plan.”

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Amendment on this 21^st day of December, 2005.

BECKMAN COULTER, INC.
By:	/s/James Robert Hurley
Title:		Vice President, Human Resources

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EX-10.5

Exhibit 10.5

AMENDMENT 2005-1

BECKMAN COULTER, INC.

EXECUTIVE RESTORATION PLAN

WHEREAS, Beckman Coulter, Inc. (the “Corporation”) maintains the Beckman Coulter, Inc. Executive Restoration Plan (the “Plan”);

WHEREAS, compensation deferred by participants under the Plan that was not earned and vested as of December 31, 2004 is subject to the requirements of Section 409A of the Internal Revenue Code;

WHEREAS, it is advisable to amend the Plan to permit Plan participants to make certain elections with respect to compensation deferred under the Plan in accordance with the Section 409A transition relief afforded by IRS Notice 2005-1 and subsequent IRS guidance.

RESOLVED, that the Plan is hereby amended, effective as of January 1, 2005, by adding the following Appendix A:

“APPENDIX A

SECTION 409A TRANSITION RULES

A1.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS as to participant Plan deferrals that are subject to Section 409A of the Internal Revenue Code, a Plan participant may elect in writing on or before December 15, 2005 to cancel all (but not less than all) of his or her Plan deferral elections for any 2004 bonus (otherwise payable in 2005) and any 2005 salary, in which case the amount otherwise deferred by the participant to the Plan with respect to such a cancelled election, adjusted for deemed earnings and losses pursuant to the Plan for the period commencing with the date such deferred amount was credited to the Plan through the time such amount is paid to the participant, shall be paid to the participant (subject to required tax withholding and other authorized deductions) promptly after December 15, 2005 and in all cases no later than December 31, 2005.

A2.  As contemplated by IRS Notice 2005-1, a Plan participant may elect in writing on or before March 15, 2005 to defer any 2005 salary and/or 2004 bonus (that would otherwise be paid in 2005), provided that such amounts have not been paid or become payable at the time of such election.

A3.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS, a Plan participant may elect in writing to defer any “performance-based compensation” (as such term is defined in the applicable IRS guidance) on or before the

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date that is six (6) months before the end of the service period to which such compensation relates.

A4.  As contemplated by IRS Notice 2005-1 and subsequent guidance from the IRS, a Plan participant may elect in writing to change any distribution election such participant has made with respect to compensation deferred under the Plan, and any such election change need not comply with the requirements of Section 409A of the Code applicable to changes in distribution elections; provided, however, that any such change must be made on or before December 31, 2006, and provided, further, that to the extent that such change relates to distributions that would otherwise be made in 2006 or would result in any distributions being made in 2006, such change must be made on or before December 31, 2005.

A5.  Any election made by a Plan participant under this Appendix A must be irrevocable as of the date such election is required to be made pursuant to the terms hereof and must otherwise comply with the procedures for making distribution elections set forth in this Plan.”

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Amendment on this 21^st day of December, 2005.

BECKMAN COULTER, INC.
By:	/s/James Robert Hurley
Title:		Vice President, Human Resources

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EX-10.6

Exhibit 10.6

AMENDMENT 2005-1

BECKMAN COULTER, INC.

SAVINGS PLAN

WHEREAS, Beckman Coulter, Inc. (the “Company”), a Delaware corporation,  maintains the Beckman Coulter, Inc. Savings Plan (the “Plan”); and

WHEREAS, the Company now desires to amend the Plan; and

WHEREAS, the Company has the right to amend the Plan;

NOW, THEREFORE, the Plan is hereby amended as follows:

1.The preamble to the Plan is amended by deleting the following:

“The provisions of the Plan which cover Puerto Rico Participants (as defined herein) are intended to constitute a qualified plan under Section 165 of the Puerto Rico Income Tax Act of 1954 (as amended).

It is also intended that the Plan constitute an accident and health plan so that amounts distributed on account of disability may be, if so provided by law, excluded from income under Section 105(c) of the Internal Revenue Code and Section 22(b)(5) of the Puerto Rico Income Tax Act.”

2.Section 1.1 is amended by deleting the following:

“In the event that a Participating Affiliate which employs a Puerto Rico Participant does not have current or accumulated profits, no contribution shall be made on behalf of the employees of such Participating Affiliate, unless the laws of Puerto Rico provide otherwise.”

3.Section 1.2 is amended by deleting the definition of “Puerto Rico Participant.”

4.The definition of “Rollover Account” in Section 1.2 is amended by deleting the following:

“(and, for a Puerto Rico Participant, Section 165(b)(2) of the Puerto Rico Income Tax Act).”

5.Section 2.4 is amended, effective April 1, 2005, to read as follows:

“Each Employee who becomes a Participant shall designate the Beneficiary or Beneficiaries whom such Employee desires to receive the benefits of the Plan in the event of such Employee’s death. Such designation shall be made in a manner or method as determined by the Committee, which may include electronic methods to the extent permitted by law. A Participant may from time to time change his designated Beneficiary or Beneficiaries without the consent of such Beneficiary or Beneficiaries by making a new designation. However, if a married Participant wishes to designate a person other than his spouse as Beneficiary, such designation shall be consented to in writing by the spouse, which consent shall acknowledge the effect of the designation and be witnessed by a notary public. The Participant may change any election designating a Beneficiary or Beneficiaries without any requirement of further spousal consent if the spouse’s consent so provides. Notwithstanding the foregoing, spousal consent shall be unnecessary if it is established (to the satisfaction of a Plan representative) that there is no spouse or that the required consent cannot be obtained because the spouse cannot be located, or because of other circumstances prescribed by Treasury Regulations. The Company, the Committee and the Trustee may rely upon a Participant’s last designation of Beneficiary or Beneficiaries made in accordance with the terms of the Plan. Notwithstanding the foregoing, an unmarried Participant’s Beneficiary designation shall become ineffective upon the Participant’s subsequent lawful marriage and the Participant’s spouse shall be deemed to be the Participant’s Beneficiary, unless such deemed designation is changed with the consent of the Participant’s spouse as provided for in this Section 2.4. “

6.Section 3.1(c) is amended by deleting the following:

“In the case of Puerto Rico Participants, the Committee may impose restrictions on the amount of Before-Tax Savings Contributions which may be made, provide for refunds of Before-Tax Savings Contributions, and impose such rules, limitations and restrictions as the Committee deems necessary or appropriate to satisfy applicable law. Such restrictions, limitations, rules and refunds may apply to all or any group of Puerto Rico Participants, or any individual Puerto Rico Participant, as determined by the Committee.”

7.Section 3.1(e)(1) is amended by deleting the following:

“The limit applicable to Puerto Rico Participants shall be the limit established by Puerto Rico law.”

8.Section 3.6(a) is amended by deleting the following:

“(and, in the case of a Puerto Rico Participant, both Section 401(a) of the Code and Section 165 of the Puerto Rico Income Tax Act).”

9.Section 6.4(a) of the Plan is hereby amended to read as follows, effective January 1, 2006:

“(a)Subject to the approval of the Committee and guidelines promulgated by the Committee, withdrawals may be permitted to meet a financial hardship resulting from:

(1)Uninsured medical expenses incurred by the Participant, or the Participant’s spouse or dependent (for this purpose, as defined in Section 152 of the Code, but without

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regard to subsections (b)(1), (b)(2) and (d(1)(B) thereof), or necessary for these persons to obtain such medical care;

(2)The purchase (excluding mortgage payments) of a principal residence of the Participant;

(3)The payment of tuition and related educational fees, and room and board expenses, for the next twelve months of post-secondary education for the Participant, or the Participant’s spouse, children or dependents (as defined in Section 152 of the Code, but without regard to subsections (b)(1), (b)(2) and (d(1)(B) thereof);

(4)The prevention of eviction of the Participant from his principal residence, or foreclosure on the mortgage of the Participant’s principal residence;

(5)Payments for burial or funeral expenses for the employee’s deceased parent, spouse, children or dependents (as defined in Section 152 of the Code, but without regard to subsection (d)(1)(B) thereof);

(6)Expenses for the repair of damage to the employee’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income); and

(7)Any other event described in Treasury Regulations or rulings as an allowable “safe harbor” hardship distribution and approved by the Committee as a reason for permitting distribution under this section.

The Committee shall determine, in a non-discriminatory manner, whether a Participant has a financial hardship. A distribution may be made under this Section only if such distribution does not exceed the amount required to meet the immediate financial need created by the hardship and is not reasonably available from other resources of the Participant. The amount of the withdrawal may be increased by 10% to 30% to cover taxes on the withdrawal.”

10.Section 6.4(d) is amended, effective January 1, 2006, to read as follows:

“Except as may otherwise be permitted under Section 1.401(k)-1(d)(3) of the Treasury Regulations, a Participant shall not be permitted to make any withdrawals from his Before-Tax Savings Account pursuant to this Section until he has obtained all distributions (including distribution of ESOP dividends under Section 404(k) of the Code, but not including hardship distributions) and all non-taxable loans currently available under all qualified profit sharing and retirement plans maintained by the Company. For this purpose, distribution of an ESOP dividend shall be considered to be currently available during the period between the record date for the dividend and the date the dividend is paid by the Company to its shareholders.”

11.Section 6.6(c) is amended, effective for cash-outs paid on or after February 28, 2005, by replacing “$5,000” with “$1,000.”

12.Sections 6.7(a)(1), (2), and (3) are amended, effective for cash-outs paid on or after February 28, 2005, by replacing every occurrence of “$5,000” with “$1,000.”

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13.Section 9.1 is amended by deleting the following:

“(or, only with respect to contributions made on behalf of Puerto Rico Participants, a similar adverse determination under the Puerto Rico Income Tax Act).”

14.Section 9.5 is amended by deleting the following:

“and, with respect to Puerto Rico Participants, Section 165 of the Puerto Rico Income Tax Act.”

15.A new Appendix H shall be added to the Plan to read in its entirety as follows:

“APPENDIX H

SPECIAL PROVISIONS

APPLICABLE TO EMPLOYEES IN PUERTO RICO

1.Purpose.

The purpose of this Appendix H is to comply with the requirements of Sections 1165(a) and (e) of the Puerto Rico Internal Revenue Code of 1994, as amended (the “PR Code”). The provisions of this Appendix H shall only apply to those Employees of the Company, whose compensation is subject to Puerto Rico income taxes (the “Puerto Rico Participants”). Unless otherwise provided in this Appendix H, the provisions of this Appendix H are effective September 1, 1998, for the Plan, as amended and restated on September 1, 1998, and January 1, 2001.

2.Type of Plan.

It is the intent of the Company that the Plan be a profit-sharing plan as defined in Article 1165-1 of the Regulations issued under the PR Code and that it include a qualified cash or deferred arrangement pursuant to Section 1165(e) of the PR Code. It is also intended that the Plan constitute an accident and health plan so that amounts distributed on account of disability may be, if so provided by law, excluded from income under Section 105(c) of the Internal Revenue Code and Section 22(b)(5) of the Puerto Rico Income Tax Act. In the event that a Participating Affiliate which employs a Puerto Rico Participant does not have current or accumulated profits, no contribution shall be made on behalf of the employees of such Participating Affiliate, unless the laws of Puerto Rico provide otherwise.

3.Plan Compensation.

Notwithstanding any provision of the Plan to the contrary, a Puerto Rico Participant’s Plan Compensation shall be determined prior to the effect of any salary reduction under any PR Code Section 1165(e) cash or deferred arrangement that is part of a Puerto Rico qualified retirement plan.

4.Before-Tax Savings Contributions.

In the case of Puerto Rico Participants, the Committee may impose restrictions on the amount of Before-Tax Savings Contributions which may be made, provide for refunds of Before-Tax

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Savings Contributions, and impose such rules, limitations and restrictions as the Committee deems necessary or appropriate to satisfy applicable law. Such restrictions, limitations, rules and refunds may apply to all or any group of Puerto Rico Participants, or any individual Puerto Rico Participant, as determined by the Committee.

A Puerto Rico Participant may not elect a salary reduction agreement pursuant to Article III of the Plan at a rate greater than ten percent (10%) of his Plan Compensation, not to exceed $8,000 (or such other limitation as determined from time to time by the Puerto Rico Department of the Treasury). Provided that, if the Puerto Rico Participant contributes to a Puerto Rico individual retirement account as described in PR Code Section 1169, the maximum amount of his/her Before-Tax Savings Contributions may not exceed the difference, if any, between the amount available as a contribution up to the maximum limit and the contribution made to a Puerto Rico individual retirement account, or as otherwise provided under the PR Code. The limitation on Before-Tax Savings Contributions will not be adjusted to reflect cost of living increases. This limit shall be applied by aggregating all plans maintained by the Company that provide for Before-Tax Savings Contributions. Any excess deferrals together with any income allocable to such deferrals by a Puerto Rico Participant shall be distributed to such Puerto Rico Participant pursuant to a uniform and nondiscriminatory procedure established by the Company.

5.Highly Compensated Puerto Rico Participants.

A Highly Compensated Puerto Rico Participant means any Puerto Rico Participant who, determined on the basis of Plan Compensation for each Plan Year, has greater Plan Compensation than two-thirds of all other Puerto Rico Participants, or as otherwise defined under the PR Code.

6.Limitation on Puerto Rico Participants’ Before-Tax Savings Contributions.

For each Plan Year, in addition to satisfying the nondiscrimination tests as provided in the Plan, the Plan shall also satisfy the Actual Deferral Percentage (“ADP”) Test of PR Code Section 1165(e)(3)(B) and the regulations promulgated thereunder. This test must be complied with only taking into consideration Puerto Rico Participants.

In no event shall the ADP of the Highly Compensated Puerto Rico Participants for any calendar year exceed the greater of:

(a)the ADP of all other Puerto Rico Participants for such calendar year multiplied by 1.25;or

(b)the ADP of all other Puerto Rico Participants for such calendar year multiplied by 2.0, provided that the ADP of Highly Compensated Puerto Rico Participants does not exceed that of all other Puerto Rico Participants by more than two percentage points.

The ADP of a group of Puerto Rico Participants for a Plan Year shall be the average of the ratios, calculated separately for each Puerto Rico Participant in such group, of the amount of Puerto Rico Participants’ Before-Tax Savings Contributions actually paid to the Trust on behalf of such Puerto Rico Participants for such Plan Year to the Plan Compensation of such Puerto Rico Participants for such Plan Year. If more than one plan providing a cash or deferred arrangement (within the meaning of Section 1165(e) of the PR Code) is maintained by the Company, the ADP of any Highly Compensated Puerto Rico Participant who participates in more than one such plan

5

or arrangement shall be determined as if all such arrangements were a single plan or arrangement. If two or more plans are aggregated for purposes of Sections 1165(a)(3) or 1165(a)(4) of the PR Code, such plans shall be aggregated for purposes of determining the ADP of the Puerto Rico Participants as if all such plans were a single plan.

In the event that there are contributions in excess of the limitation described in paragraphs a. and b. (“Excess Contributions”) (determined under the leveling method specified in the PR Code beginning with the Highly Compensated Puerto Rico Participant with the highest ADP), the amount of Excess Contributions for a Highly Compensated Puerto Rico Participant may be recharacterized as After-Tax Savings Contributions, subject to the provisions of the PR Code. In addition, the Company may elect to make qualified nonelective contributions that comply with the PR Code and regulations for purposes of complying with this test as described in this Section.

Notwithstanding any provision of this Appendix H to the contrary, to the extent permitted by the PR Code and its regulations, the Committee may elect to aggregate all Employees employed by the Company for purposes of determining compliance by the Plan with the ADP test of Section 1165 of the PR Code and the determination of PR Highly Compensated Participants.

7.Adjustment of a Puerto Rico Participant’s Before-Tax Savings Contributions.

The Company may, in its sole discretion, decrease or suspend the amount of the Before-Tax Savings Contributions of any Puerto Rico Participant if the Company deems such decrease or suspension to be necessary to satisfy any of the following:

(a)the limits described in Section H.4 of this Appendix H; or

(b)the nondiscrimination requirement of Section H.6 of this Appendix H.

8.Qualified Nonelective and Matching Contributions.

(a)Allocation of Qualified Nonelective Contributions.  On behalf of each non-Highly Compensated Puerto Rico Participant, the Company may, at its sole discretion, make a Qualified Nonelective Contribution equal to a percentage between 0% and 10% of each eligible Puerto Rico Participant’s Plan Compensation, the exact percentage to be determined each year by the Company. For purposes of this Section, the term “Qualified Nonelective Contributions” shall mean any Company contributions with respect to which (i) the Employee may not elect to have the contribution paid to the Employee in cash instead of being contributed to the Plan, (ii) are fully vested, and (iii) are distributable at the same time as Before-Tax Savings Contributions. The Qualified Nonelective Contributions will be treated as Before-Tax Savings Contributions for purposes of the other provisions of this Plan.

(1)The Company shall have the sole discretion to designate which non-Highly Compensated Employees, if any, shall receive a Qualified Nonelective Contribution, if any, for any Plan Year.

(2)In any Plan Year, such Qualified Nonelective Contributions, if any, shall be applied to the ADP Test as described in Section H.6 of this Appendix.

(b)Actual Deferral Percentage Test.  All or part of the Qualified Nonelective Contributions and Qualified Matching Contributions made with respect to Puerto Rico Participants

6

may be treated as Before-Tax Savings Contributions for purposes of the ADP Test set forth in Section H.6 of this Appendix. Qualified Nonelective Contributions and Qualified Matching Contributions used to satisfy the ADP Test shall be deemed Before-Tax Savings Contributions. For purposes of this Section, the term “Qualified Matching Contributions” shall mean the Company Matching Contributions (pursuant to Plan Section 3.3) with respect to which (i) are fully vested, and (ii) are distributable at the same time as Before-Tax Savings Contributions.

(c)Company Election.  The Committee may elect, in any Plan Year, to treat all or a part of the Company Matching Contributions for such Plan Year as a Qualified Matching Contribution subject to the restrictions of this Section.

9.Company Matching Contributions.

For purposes of the Puerto Rico qualification of the Plan, the Company Matching Contributions made by the Company to the accounts of Puerto Rico Participants shall not be subject to the Actual Contribution Percentage Test provided under Section 401(m) of the United States Internal Revenue Code of 1986, as amended (the “US Code”).

10.Vesting of Qualified Nonelective and Matching Contributions.

Each Participant shall at all times be fully vested in all Qualified Nonelective Contributions and Qualified Matching Contributions made pursuant to Section H.8 of this Appendix.

11.Transfer and Rollover Provisions.

Transfers or rollovers to the Plan under Section 3.6 of the Plan by a Puerto Rico Participant are limited to the amounts distributed from an employee plan that qualifies under Section 1165(a) of the PR Code and under Sections 401(a) and 401(k) of the US Code.

Notwithstanding any provision of the Plan to the contrary, a distributee who is a Puerto Rico Participant may request, at the time and in the manner prescribed by the Committee, to have the entire portion of a lump-sum distribution from the Plan paid directly to a “Puerto Rico Eligible Retirement Plan” (as defined below) in a direct rollover. For purposes of this paragraph, the term “Puerto Rico Eligible Retirement Plan” means a qualified trust described in Section 1165(a) of the PR Code and an individual retirement account or annuity described in Sections 1169(a) and (b) of the PR Code, respectively, that accepts the Puerto Rico Participant’s eligible rollover distribution.

12.Catch-Up Contributions.

Puerto Rico Participants are not eligible to make elective catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the US Code. In accordance with IRS Notice 2002-4, the Plan shall not be treated as failing to satisfy the universal availability of Catch-Up Contributions requirement of Section 414(v)(4) of the US Code and Section 1.414(v)-1(e) of the Treasury Regulations.

13.In-Service Withdrawals.

If a Puerto Rico Participant makes a withdrawal pursuant to Sections 6.1, 6.2, 6.3, or 6.5, he shall be unable to elect that any employee contributions associated with Section  6.1, 6.2, 6.3,

7

or 6.5 be made on his behalf under the Plan or under any other plan maintained by the Company or a Related Company until the first day of the first pay period occurring three (3) months following his withdrawal or longer if applicable under other plan rules. Effective January 1, 2002, if a Puerto Rico Participant makes a withdrawal pursuant 6.4 of the Plan, he: (i) shall not be entitled to make Before-Tax Savings Contributions and any other employee contributions for twelve months following the date of receipt of the Hardship Withdrawal, and (ii) for the taxable year following the year of the Hardship Withdrawal, the annual limitation imposed by the PR Code on Before-Tax Savings Contributions shall be reduced by the amount of Before-Tax Savings Contributions made in the year of the Hardship Withdrawal.

14.Company Contributions.

To the extent permissible under ERISA, each contribution made by the Company to the Plan is expressly conditioned on the deductibility of such contribution under Section 1023(n) of the PR Code for the taxable year for which contributed. If the Puerto Rico Department of the Treasury disallows the deduction, or if the contribution was made by a mistake of fact, such contributions shall be returned to the Company within one (1) year after the disallowance of the deduction (to the extent disallowed), or after the payment of the contribution, respectively.

15.Employee Stock Ownership Provisions.

Notwithstanding anything provided in the Plan, Puerto Rico Participants (or, if applicable, following the death of a Puerto Rico Participant, such Puerto Rico Participant’s Beneficiary), are not allowed to make elections for cash payments on dividends flowing from Company Stock. Rather, such dividends will automatically be credited to Puerto Rico Participants’ Accounts.

16.Payment of Contributions.

Contributions to the Plan by the Company shall be paid to the Trustee not later than the due date for filing the Company’s Puerto Rico income tax return for the taxable year in which such payroll period falls, including any extension thereof.

17.Plan Merger.

Solely with respect to the Puerto Rico Participants, any merger or consolidation of the Plan with, or transfer in whole or in part of the assets and liabilities of the Trust to, another trust will be limited to the extent such other plan and trust are qualified under Section 1165(a) of the PR Code.

18Plan Termination or Discontinuance of Contributions.

Notwithstanding any provision of the Plan to the contrary, the Trustee shall not be required to make any distribution from the Trust to a Puerto Rico Participant in the event the Plan is terminated, until such time as the Puerto Rico Department of the Treasury shall have determined in writing that such termination will not adversely affect the prior qualification of the Plan under the PR Code.

19.Governing Law.

With respect to the Puerto Rico Participants and the Company engaged in business in Puerto Rico, the Plan also will be governed and construed according to the PR Code, where such

8

law is not in conflict with the applicable federal laws; provided, however, that if any provision of the Plan is susceptible to more than one interpretation, such interpretation shall be given thereto as is consistent with the Plan remaining qualified within the meaning of Section 401(a) of the Code and Section 1165(a) of the PR Code.

20.Use of Terms.

All terms and provisions of the Plan shall apply to this Appendix H, except that where the terms and provisions of the Plan and this Appendix H conflict, the terms and provisions of this Appendix H shall govern.”

16.A new Appendix I shall be added to the Plan to read in its entirety as follows:

“APPENDIX I

SPECIAL PROVISIONS FOR FORMER PARTICIPANTS IN THE

DIAGNOSTIC SYSTEMS LABORATORIES, INC. 401(k) PLAN

1.Introduction.

(a)On or about October 11, 2005, the Company acquired Diagnostic Systems Laboratories, Inc. (“DSL”). DSL maintained the Diagnostic Systems Laboratories, Inc. 401(k) Plan (the “DSL 401(k) Plan”).

(b)Effective as of December 28, 2005 (the “DSL Merger Date”), the DSL 401(k) Plan is merged into the Plan.

(c)The benefits payable under the Plan to employees and former employees of DSL who were participants in the DSL 401(k) Plan as of the DSL Merger Date (the “DSL 401(k) Participants”) shall be governed by this Appendix I. This Appendix I applies only to the DSL 401(k) Participants.

(d)Any individual who is a DSL 401(k) Participant as of the DSL Merger Date and who satisfies the requirements for participation in the Plan shall automatically become a Participant in the Plan. Any such individual who does not satisfy the requirements for participation in the Plan shall not become a Participant in the Plan. For purposes of determining eligibility to participate in the Plan, periods of service with DSL and its affiliates shall be considered Periods of Service under the Plan.

2.Status of DSL 401(k) Plan.

(a)DSL 401(k) Plan is Frozen.  No further contributions shall be allocated pursuant to, and no person shall become a participant in, the DSL 401(k) Plan on or after the DSL Merger Date.

(b)DSL 401(k) Plan is Merged into the Plan.  Effective as of the DSL Merger Date, the DSL 401(k) Plan shall cease to exist. As of such time, all benefits under the DSL 401(k) Plan accrued to the DSL 401(k) Participants shall become payable from the Plan. Notwithstanding any

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contrary Plan provision, the provisions of this Appendix I shall apply to the entire account maintained under the Plan for each of the DSL 401(k) Participants.

3.Vesting.

(a)Immediate Vesting on Merger.  Effective as of the DSL Merger Date, each DSL 401(k) Participant who has not previously forfeited the unvested portion of his or her account under the DSL 401(k) Plan (his or her “DSL 401(k) Account”) shall become immediately and fully vested in such DSL 401(k) Account upon the merger of the DSL 401(k) Plan into the Plan.

(b)Buy-Back of Forfeitures.  Any DSL 401(k) Participant who terminated employment with DSL and forfeited the unvested portion of his or her DSL 401(k) Account pursuant to Section 11.08 of the DSL 401(k) Plan prior to the merger of the DSL 401(k) Plan into the Plan, and who resumes employment and repays the amount previously distributed to him or her in accordance with Section 11.10 of the DSL 401(k) Plan, shall be entitled to “buy back” the forfeited portion of his or her DSL 401(k) Account. The Company shall make a special contribution equal to the forfeited portion bought back.

4.Investments.

The Company shall adopt such rules as it deems appropriate for the transfer of investments under the DSL 401(k) Plan to the Plan’s investments.

5.Forms of Distribution.

Pursuant to Code Section 411(d)(6)(E) and the regulations promulgated thereunder, any forms of distribution available under the DSL 401(k) Plan that are in any way different from the forms of distribution available under the Plan may be eliminated pursuant to the merger of the DSL 401(k) Plan into the Plan. Accordingly, any benefits accrued by DSL 401(k) Participants that are payable under the Plan shall be paid only in accordance with the forms of distribution available under the Plan.”

17.A new Appendix J shall be added to the Plan to read in its entirety as follows:

“APPENDIX J

SPECIAL PROVISIONS FOR FORMER PARTICIPANTS IN THE

AGENCOURT BIOSCIENCE CORPORATION 401(k) PLAN

1.Covered Employees Subject to this Appendix.

Each Covered Employee who was an employee of Agencourt Bioscience Corporation (“ABC”) immediately prior to the Company’s acquisition of ABC (the “Acquisition”) is subject to the provisions of this Appendix J (a “Former ABC Employee”).

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2.Eligibility.

For purposes of determining eligibility to participate in the Plan, periods of service with ABC and its affiliates shall be considered Periods of Service under the Plan. Any Former ABC Employee who satisfies the requirements for participation in the Plan as of July 1, 2005 shall be eligible to enroll as a Participant in the Plan on such date. Any Former ABC Employee who does not satisfy the requirements for participation in the Plan as of July 1, 2005 shall not be eligible to enroll as a Participant in the Plan until he or she satisfies such requirements.”

IN WITNESS WHEREOF, this Amendment 2005-1 is hereby adopted this 21st day of December, 2005.

BECKMAN COULTER, INC.
By	/s/James Robert Hurley
Its	Vice Preshident, Human Resources

EX-10.7

Exhibit 10.7

AMENDMENT 2006-1

BECKMAN COULTER, INC.

SAVINGS PLAN

WHEREAS, Beckman Coulter, Inc. (the “Company”), a Delaware corporation, maintains the Beckman Coulter, Inc. Savings Plan (the “Plan”); and

WHEREAS, the Company now desires to amend the Plan; and

WHEREAS, the Company has the right to amend the Plan;

NOW, THEREFORE, the Plan is hereby amended as follows:

1.Section 3.7(b)(2) of the Plan is amended in its entirety to read as follows, effective November 1, 2005:

“A Participant may not transfer Account balances attributable to Company Matching Contributions from the Beckman Coulter Stock Fund to any other Investment Fund, except that transfers to another Investment Fund are permitted: (A) with respect to the portion of such Account balance attributable (following adjustments for investment gains and losses) to Company Matching Contributions which were first credited to the Participant’s Company Matching Account on or after September 1, 1998 and invested in the Beckman Coulter Stock Fund prior to the first day of the month occurring one year before the date of the transfer, provided that this one year restriction is not applicable to any Participant who has incurred a Severance from Service and has not been subsequently reemployed; (B) on or after the first day of the month following the Participant’s 55th birthday; or (C) on or after September 1, 2003 with respect to Company Matching Contributions which were first credited on or before August 31, 1998. The foregoing limitations of this paragraph (2) shall not apply to any Company Matching Contributions which were credited to a Participant’s Company Matching Account and were initially invested in an Investment Fund other than the Beckman Coulter Stock Fund.”

2.The definition of “Covered Employee” in Section 1.2 of the Plan is hereby amended in its entirety to read as follows, effective April 1, 2006:

“‘Covered Employee’ shall mean any Employee of the Company who is paid through a payroll system of Beckman Coulter, Inc. or a Participating Affiliate with its principal place of business in the United States or Puerto Rico; except that there shall be excluded (i) all Leased Employees, (ii) those Employees covered by a collective bargaining agreement between the Company and any collective bargaining representative if retirement benefits

were the subject of good faith bargaining between such representative and the Company, unless the Employee is a member of a group of employees to whom the Plan has been extended by a collective bargaining agreement between the Company and its collective bargaining representative, (iii) those Employees who are non-resident aliens with no United States source income, (iv) individuals who are employed by a foreign subsidiary of the Company (even if such individuals are assigned to work in the United States or Puerto Rico on a temporary basis), and (v) individuals hired or rehired on or after April 1, 2006, who are classified by the Company as interns. Individuals who are not classified by the Company as Employees (including but not limited to individuals classified by the Company as independent contractors and consultants) and individuals who are classified by the Company as employees of an entity other than the Company or a Company Affiliate, are not considered Covered Employees under the Plan, even if the classification by the Company is determined to be erroneous. The foregoing sentence sets forth a clarification of the intention of the Company regarding participation in the Plan, and the foregoing sentence is therefore applicable in interpreting the Plan for any Plan Year, including Plan Years prior to the addition of such sentence to the Plan.”

IN WITNESS WHEREOF, this Amendment 2006-1 is hereby adopted this 20th day of April, 2006.

BECKMAN COULTER, INC.
By	/s/James Robert Hurley
James Robert Hurley
Its		Sr. Vice President, Human Resources

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EX-10.8

Exhibit 10.8

TRANSITION AND RETIREMENT AGREEMENT

This TRANSITION AND RETIREMENT AGREEMENT (this “Agreement”) is entered into as of March 16, 2006 by and between BECKMAN COULTER, INC., a Delaware corporation (the “Company”), and James T. Glover (“Executive”).

RECITALS

WHEREAS, Executive is the Senior Vice President and Chief Financial Officer (the “CFO”) of Company;

WHEREAS, the Company desires to have the continued benefit of Executive’s knowledge and expertise until Executive retires from the Company on or about June 30, 2006, or such later date to which the parties may mutually agree to extend Executive’s employment (“Retirement Date”) and Executive desires to provide such services as the Company may reasonably require during such period of time;

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth below, the parties hereby agree as follows:

1.Services.

Executive shall remain the CFO and continue to perform the services of the CFO of the Company until the Retirement Date.

2.Compensation and Benefits.

a.The Company shall continue to pay Executive a base salary at Executive’s current rate of $12,146.31 for each bi-weekly period, until the Retirement Date.

b.Also, for an eighteen month period, commencing on the Retirement Date, the Company shall pay Executive or his estate $12,146.31 bi-weekly.

c.The Company shall also pay Executive or his estate a prorated 2006 incentive bonus on or about the time it pays its employees incentive bonuses for 2006 performance. The bonus Executive shall be paid shall equal the product of (i) the number of days in 2006 until the Retirement Date divided by 365, but no less than 183 days, times (ii) one hundred percent of what the Executive would have received had the Executive served throughout 2006 and received a one hundred percent (100%) bonus payout. For purposes of certainty, the parties acknowledge that in calculating the  bonus paid to Executive, the Company shall assume i) Company performance for 2006 that equals the Operating Plan target for a 100% bonus payout to executives, and ii) that Executive’s performance

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was at a level warranting a 100% bonus. The Company shall amend the Supplemental Pension Plan to include this incentive bonus payment in Executive’s final average earnings calculations for purposes of calculating benefits, and other matters under such plan at Retirement.

d.The Company shall provide to Executive continued eligibility to participate in the Company’s medical plan coverage at normal active employee rates from the Retirement Date for a period of one year, and thereafter at the Company’s COBRA rates. In the event of Executive’s death during the one year period from the Retirement Date, Executive’s dependents may continue medical coverage at COBRA rates for the period required by COBRA. From and after the Retirement Date and for a period required by COBRA, Executive shall be eligible for any other health benefits, including dental and vision benefits, at rates provided for under COBRA, and in accordance with the provisions of COBRA. Executive acknowledges and agrees that all medical and other health benefit premiums, including but not limited to those set forth above, shall be at Executive’s own expense and are subject to premium increases.

e.The vesting of Executive’s special stock option grant, scheduled to vest on April 1, 2007 will be accelerated to vest on the Retirement Date. Also, Executive’s restricted stock grant scheduled to vest on August 6, 2007, will be accelerated to vest on May 1, 2006.

f.The Company shall provide to Executive the Ayco Financial Planning Service (or a successor service if one is selected by the Company) until December 31, 2007, in accordance with the program provisions applicable during this period.

g.The Company shall provide an executive outplacement program to Executive through the firm of Executive’s choice in an amount not to exceed $35,000. This amount is to be used for outplacement services only. These services will be provided until the date Executive obtains other employment or December 31, 2007, whichever date is earlier. The Company will make payments directly to the outplacement services provider. No amount of any unused portion will be refunded or payable to Executive.

h.Upon or as soon as practicable after the Retirement Date, the Company shall pay Executive or his estate $24,292.62 for twenty (20) accrued, but unused, vacation days. This amount will be included in the Executive’s final average earnings for calculation purposes of all pension benefits at Retirement.

i.Payments and benefits under this Agreement are contingent upon Executive signing and delivering to the Senior Vice President, General Counsel and Secretary of the Company, a General Release of All Claims in the form of Attachment “A” hereto dated as of the Retirement Date.

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j.The Company and Executive agree to reasonably cooperate to adopt any amendments to this Agreement that may be necessary or advisable in order to avoid the imputation of tax or any tax penalties pursuant to Section 409A of the Internal Revenue Code of 1986, as amended. No such future amendments will reduce the amounts due the Executive or his estate under this Agreement.

3.Severance Plan Waiver.  Executive agrees that by accepting, agreeing to and executing this Agreement, Executive is waiving any and all rights to Basic and Additional Benefits as defined under the Beckman Coulter, Inc. Separation Pay Plan - #594 and any payments under any annual incentive plan, including but not limited to the 2006 Executive Annual Incentive Plan, except as provided in Paragraph 2(c) above. Company and Executive agree that the agreement dated January 1, 2001 shall remain in effect until Executive’s Retirement Date and that, should any payments and benefits under such agreement become due prior to his Retirement Date, then such payments and benefits shall be in lieu of those provided under Paragraph 2(a) through 2(f) above.

4.General Release.

a.Executive and Executive’s heirs, executors, and administrators, if any, hereby absolutely and forever release and discharge the Company, any of its past, present or future parent companies, subsidiaries, affiliates, divisions, successors, assigns, trust fiduciaries, stockholders, agents, directors, officers, employees, representatives, heirs, attorneys, and all persons acting by, through, under or in concert with them, or any of them (hereinafter collectively known as “Releasees”) of and from any and all manner of claims, causes of action, or complaints, in law or in equity, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which Executive now has or may have against the Releasees, or any of them, arising out of Executive’s employment or retirement from the Company, and any other claim of any nature whatsoever based upon any fact or event occurring prior to the date Executive executes this Agreement. If any action is brought by or on Executive’s behalf relating to any matters released, Releasees shall be entitled to a return from Executive in the amount equivalent to all payments mentioned under Paragraphs 2b through 2c above. The return of such amounts shall not extinguish the Agreement of Executive’s obligations hereunder.

b.Without limiting the generality of Paragraph 4(a), Executive also specifically agrees to waive any right to recovery based on local, state or federal age, sex, sexual orientation, pregnancy, race, color, national origin, marital status, religion, medical condition, physical disability, or mental disability discrimination laws, including without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Federal Family Medical Leave Act of 1993, the California Family Rights Act and the Fair

3

Employment and Housing Act, whether such claim or claims may be based on an action filed by Executive or by a governmental agency.

c.Executive is aware that after the effective date of this Agreement, Executive may discover facts different from, or in addition to, those Executive now knows or believes to be true with respect to the Claims released in Paragraphs 3 and 4 above and agrees that this Agreement shall be and remains in effect in all respects as a complete and general release as to all matters released, notwithstanding any different or additional facts.

d.It is Executive’s intention in executing this Agreement that it shall be effective as a bar to each and every claim of any nature whatsoever hereby released. In furtherance of this intention, Executive specifically waives the benefit of SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, which states the following:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

e.Nothing in this Agreement shall prohibit Executive from bringing an action to enforce this Agreement, or to obtain any rights under Article VIII of the By-laws of the Company (indemnification).

5.Benefit and Compensation Plans.  Executive acknowledges and agrees that except as to benefits and compensation expressly provided for in this agreement, any rights to receive payments and benefits from various employee benefit and compensation plans or programs shall be governed by the rules of those plans or programs as they now exist or are amended in the future, and further, that entering into this Agreement shall not limit the right of the Company, its subsidiaries or its or their successors to amend or terminate any such plans or programs or benefits thereunder. Any amendments or terminations of such plans, programs or benefits shall apply to Executive as they would to other participants or recipients of such plans, programs or benefits.

6.Confidential Information.  Executive acknowledges Executive’s continuing obligations, including, but not limited to those regarding confidential information under Executive’s “Employment Agreement” dated August 24, 1983, a copy of which is attached hereto, marked Attachment “B” and incorporated herein by reference. Executive further agrees that those obligations do not cease as a result of executing this Agreement. Without limiting the foregoing, Executive will not use on behalf of himself or any other person or entity, or disclose to any person or entity, any of the Company’s proprietary information without the prior written consent of the Senior Vice President, General Counsel and Secretary of the Company.

4

Proprietary information means information owned or used by, or relating to the business or affairs conducted by the Company or its affiliates at any time during Executive’s employment with the Company. Without limitation, examples of proprietary information include information concerning inventions, processes, methods, trade secrets, formulations, raw material lists, vendor lists, customer lists, employee lists, marketing or strategic plans, or actual or projected financial results or data. The Company and the Executive also agree not to take any action or make any statement that would diminish or in any way disparage the good reputation, good will, and high standing of the other party.

Executive expressly understands that Executive’s agreement to comply strictly with this provision and the provisions of Executive’s Employment Agreement regarding the proprietary information represents a material provision of this Agreement and is indispensable to the Company’s agreement to enter into this Agreement. Executive further agrees that any violation or breach of Executive’s commitments and agreement will cause irreparable damage and injury that could not be fully remedied or compensated by monetary damages alone or in an action at law. Executive therefore agrees and hereby stipulates that the Company shall be entitled to receive all available remedies, including temporary and/or permanent injunctive relief, if Executive breaches this provision or Executive’s Employment Agreement.

7.Cooperation. Executive agrees to cooperate with and to assist the Company for a period not to exceed five (5) years from Executive’s Termination Date, upon reasonable request and without additional compensation for up to eight hour in any given month maximum, in any proceeding or investigation involving any claim, demand, right, or action of any kind, arising out of, in connection with, or in any manner relevant to Executive’s employment or job duties, whether brought by a third party against the Company or its subsidiaries, affiliates, successors or assigns or by it or them against a third party. The Company shall reimburse Executive for his reasonable travel, lodging, meal expenses and compensation of $265 per hour for time spent in excess of the eight hour maximum cited above incurred in connection with providing such assistance.

8.Settlement of Disputes.

a.The Company and Executive hereby consent to the resolution by arbitration of all disputes, issues, claims or controversies arising out of or in connection with this Agreement, Executive’s employment with and/or retirement from the Company, and/or Executive’s services to the Company and the Company may have against Executive or that Executive may have against the Company, or against its officers, directors, employees or agents acting in their capacity as such. Each party’s promise to resolve all such claims, issues, or disputes by arbitration in accordance with this Agreement rather than through the course of litigation, is consideration for the other party’s like promise. It is further agreed that the decision of an arbitrator on any issue, dispute,

5

claim or controversy submitted for arbitration, shall be final and binding upon the Company and Executive and that judgment may be entered on the award of the arbitrator in any court having proper jurisdiction. The Company will pay for the cost and fees of arbitration.

b.However, thirty (30) days prior to submittal of any dispute to formal arbitration Executive and the Company agree to meet to resolve said dispute. If no resolution appears possible, the dispute will be submitted to formal arbitration after said 30-day period pursuant to the procedure set forth herein.

c.Except as otherwise provided herein or by mutual agreement of the parties, any arbitration shall be administrated in accordance with the then-current Commercial Arbitration Procedures of the American Arbitration Association (AAA) before a single arbitrator who is a retired federal or state court judge in the state in which the arbitration is convened. The arbitration shall be held in Orange County, California, or at any other location mutually agreed upon by the parties.

d.The parties shall attempt to agree upon the arbitrator. If the parties cannot agree on the arbitrator, the AAA shall then provide the names of nine (9) arbitrators experienced in business employment matters along with their resumes and fee schedules. Each party may strike all names on the list it deems unacceptable. If more than one common name remains on the list of all parties, the parties shall strike names alternately until only one remains. The party who did not initiate the claim shall strike first. If no common name remains on the lists of the parties, the AAA shall furnish an additional list until an arbitrator is selected.

e.The arbitrator shall interpret this Agreement, and any applicable Company policy or rules and regulations, any applicable substantive law (and the law of remedies, if applicable) of the State of California, or applicable federal law. In reaching his or her decision, the arbitrator shall have no authority to change or modify any lawful Company policy, rule or regulation, or this Agreement. The arbitration, and not any federal, state or local court or agency, shall have exclusive and broad authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is voidable.

9.Severable Provisions.  If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provision or application. To this end, the provisions of this Agreement are severable.

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10.Indemnification.  The Company’s director and officer insurance as well as the indemnification set forth in the Company’s by-laws and certificate of incorporation will apply to Executive for all appropriate conduct carried out by Executive in the course and scope of Executive’s responsibilities while Executive is and was an employee of the Company.

11.Agreement.  This Agreement represents the sole and entire agreement between the parties and supersedes all prior agreements, negotiations, and discussions with respect to the subject matters covered. Any amendment to this Agreement must be in writing, signed by the parties hereto, and stating the intent of the parties to amend this Agreement.

12.Law.  This Agreement shall be construed and interpreted in accordance with the laws of the State of California.

16.Miscellaneous.

a.All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:James T. Glover

{Personal Information Removed}

If to the Company:Attention:  General Counsel

Beckman Coulter, Inc.

4300 N. Harbor Boulevard

Fullerton, CA 92834

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

b.This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.

c.Mr. Robert Hurley, the Company’s Senior Vice President, Human Resources, or his delegate will be the contact person for Executive regarding any administrative or implementation questions Executive may have.

17.I, James T. Glover, understand, acknowledge and represent that:

a.I have carefully read and understand this Agreement and its final and binding effect;

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b.This Agreement constitutes a voluntary waiver of any and all rights and claims hereby released I have against Releasees as of the date of the execution of this Agreement including, but not limited to, rights or claims arising under the Federal Age Discrimination in Employment Act of 1967;

c.I have waived rights or claims pursuant to this Agreement in exchange for consideration, the value of which exceeds payment of remuneration and other amounts to which I was already entitled;

d.I was advised to consult and have had the opportunity to fully discuss the contents and consequences of this Agreement with an attorney of my choice prior to executing it;

e.I have a period of up to twenty-one (21) days to consider the terms of this Agreement. I may revoke this Agreement at any time during the seven (7) days following the date I execute this Agreement and this Agreement shall not be effective or enforceable until such revocation period has expired;

f.I have not relied on any promise, representation or inducement not expressed in this Agreement; and

g.I have voluntarily and knowingly signed this Agreement.

/S/ JAMES T. GLOVER
James T. Glover
BECKMAN COULTER, INC.
By:	/S/ JAMES R. HURLEY
	James R. Hurley
	Sr. Vice President, Human
	Resources/Communications

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ATTACHMENT A

WAIVER AND GENERAL RELEASE OF ALL CLAIMS

For valuable consideration, the receipt and adequacy of which are hereby acknowledged, I, James T. Glover, on behalf of myself and my heirs, executors, and administrators, if any, hereby absolutely and forever release and discharge the Company, any of its past, present or future parent companies, subsidiaries, affiliates, divisions, successors, assigns, trust fiduciaries, stockholders, agents, directors, officers, employees, representatives, heirs, attorney, and all person acting by, through, under or in concert with them, or any of them (hereinafter collectively known as “Releasees”) of and from any and all manner of claims, causes of action, or complaints, in law or in equity, or any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which I now have or may have against the Releasees, or any of them, arising out of my employment or separation from the Company, based upon any fact or event occurring prior to the date I execute this Waiver and General Release of All Claims (“Waiver and General Release”). If any action is brought by me or on my behalf relating to any matters released, Releasees shall be entitled to a return from me the amount equivalent to all payments and benefits mentioned under Paragraphs 2b and 2c of the Transition and Retirement Agreement dated March 16, 2006 (“Agreement”). The return of such amounts shall not extinguish the Agreement or my obligations hereunder. Provided, that any action to enforce the Transition and Retirement Agreement or to obtain benefits under Paragraph VIII of the By-laws of Beckman Coulter, Inc. (Indemnification) shall not constitute a violation of the Transition and Retirement Agreement.

Without limiting the generality of the above paragraph, I also specifically agree to waive any right to recovery based on local, state or federal age, sex, sexual orientation, pregnancy, race, color, national origin, marital status, religion, medical condition, physical disability, or mental disability discrimination laws, including without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Federal Family Medical Leave Act of 1993, the California Family Rights Act and the Fair Employment and Housing Act, whether such claim or claims may be based on an action filed by me or by a governmental agency.

I am aware that after the effective date of this Waiver and General Release I may discover facts different from, or in addition to, those I now know or believe to be true with respect to the Claims release above and agree that this Waiver and General Release shall be and remain in effect in all respects as a complete and general release as to all matters released, notwithstanding any different or additional facts.

It is my intention in executing the Waiver and General Release that it shall be effective as a bar to each and every claim of any nature whatsoever hereby released. In furtherance of this intention, I specifically waive the benefits of SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, which states the following:

A GENERAL RELEASE DOES NOT EXTENT TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM

9

MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

I understand, acknowledge and represent that:

(a)I have carefully read and understand this Waiver and General Release and its final and binding effect;

(b)This Waiver and General Release constitutes a voluntary waiver of any and all rights and claims that I have against Releasees as of the date of the execution of this Waiver and General Release including, but not limited to, rights or claims arising under the Federal Age Discrimination in Employment Act of 1967;

(c)I have waived rights or claims pursuant to this Waiver and General Release in exchange for consideration, the value of which exceeds payment of remuneration and other amounts to which I was already entitled;

(d)I was advised to consult and have had the opportunity to fully discuss the contents and consequences of this Waiver and General Release with an attorney of my choice prior to executing it;

(e)I have had a period of up to twenty-one (21) days to consider the terms of this Waiver and General Release. I may revoke this Waiver and General Release at any time during the seven (7) days following the date I execute this Waiver and General Release and this Waiver and General Release shall not be effective or enforceable until such revocation period has expired;

(f)I have not relied on any promise, representation or inducement not expressed herein or in the Agreement; and

(g)I have voluntarily and knowingly signed this Waiver and General Release.

Date:	March 16, 2006	Signed:	/s/ JAMES T. GLOVER
			James T. Glover

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EX-15

Exhibit 15

REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholders and Board of Directors

Beckman Coulter, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of Beckman Coulter, Inc. and subsidiaries as of March 31, 2006, and the accompanying related condensed consolidated statements of operations and cash flows for the three-month periods ended March 31, 2006 and 2005. These condensed consolidated financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Beckman Coulter, Inc. and subsidiaries as of December 31, 2005, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for the year then ended (not presented herein); and in our report dated February 22, 2006, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2005, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ KPMG LLP

Costa Mesa, California

July 13, 2006

EX-15.1

Exhibit 15.1

July 13, 2006

Beckman Coulter, Inc.
4300 N. Harbor Boulevard

Fullerton, CA 92834-3100

Re:  Registration Statement No. 333-114457, 333-100904, 333-24851, 333-37429, 33-31573, 33-41519, 33-51506, 33-66990, 33-66988, 333-69291, 333-59099, 333-69249, 333-69251, 333-72896 and 333-72892

With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated May      , 2006, related to our review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the “Act”), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

Costa Mesa, California

EX-31

Exhibit 31

Rule 13a-14(a)/15d-14(a) Certifications

Chief Executive Officer

I, Scott Garrett, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Beckman Coulter, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 12, 2006	/s/ Scott Garrett
	Scott Garrett
	Chief Executive Officer

Chief Financial Officer

I, James Glover, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Beckman Coulter, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 12, 2006	/s/ James Glover
	James Glover
	Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

Section 1350 Certifications

Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Beckman Coulter, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)            the accompanying quarterly Report on Form 10-Q of the Company for the period ended March 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Date: July 12, 2006	/s/ Scott Garrett
	Scott Garrett
	Chief Executive Officer

Chief Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Beckman Coulter, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)            the accompanying quarterly Report on Form 10-Q of the Company for the period ended March 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Date: July 12, 2006	/s/ James Glover
	James Glover
	Senior Vice President and Chief Financial Officer